0001193125-21-231588 | S-1/A | XBRL Viewer

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Stock-based Compensation - Summary of Weighted-average Assumptions (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Compensation Related Costs [Abstract]
Expected term	5 years 9 months 10 days	5 years 10 months 2 days
Expected volatility	47.43%	34.00%
Risk-free interest rate, minimum	0.29%	1.58%
Risk-free interest rate, maximum	1.19%	2.54%
Dividend yield	0.00%	0.00%
Grant-date fair value	$ 1.12	$ 0.11

Property, Plant and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

Note 5 — Property, Plant and Equipment, Net

Presented in the table below are the major classes of property, plant and equipment:


*in thousands*	As of March 31, 2021			As of December 31, 2020
Construction in Progress	$	167		$	—
Computer and software		1,538			1,440
Leasehold improvements		13,917			13,873
Research and development equipment		4,962			4,903
Production equipment		8,174			8,174
Furniture and fixtures		466			466
Kodiak Spaceport		—			2,079

Total property, plant and equipment		29,224			30,935
Less: accumulated depreciation		(7,385	)		(6,866	)

Total property, plant and equipment, net	$	21,839		$	24,069

Depreciation expense is recorded within operating costs in the Condensed Consolidated Statements of Operations and amounted to $0.9 million for each of the three months ended March 31, 2021 and 2020. No impairment charges were recorded for the three months ended March 31, 2021 and 2020.

Kodiak Spaceport

On June 19, 2019, the Company entered into an agreement with Alaska Aerospace Corporation (“AAC”) to develop a commercial launch pad site (“Launch Pad”) in Kodiak, Alaska. The Launch Pad development includes construction of the Launch Pad and obtaining Federal Aviation Agency spaceport license approval for launch operations beginning in August 2019. The Launch Pad’s costs were jointly funded by AAC and the Company. Throughout the term of the agreement, the State of Alaska shall retain ownership of the developed Launch Pad site.

The Company’s involvement in the construction of the Launch Pad, inclusive of the land, resulted in the Company being recognized as the owner of the Launch Pad during the lease term. Prior to the adoption of ASC 842, the arrangement is accounted for as a build-to-suit lease under ASC 840 — Leases. The total construction costs of $2.1 million were capitalized within property, plant and equipment, net on the Consolidated Balance Sheets, and are depreciated on a straight-line basis over the life of the lease term. AAC’s contributions of $0.8 million were recorded as a financing obligation which is included in other non-current liabilities on the Company’s Condensed Consolidated Balance Sheets to be released at the end of the lease term.

Upon adoption of ASC 842 on January 1, 2021, the Company derecognized the Kodiak Spaceport asset of $2.1 million, the accumulated depreciation of $0.4 million, and the financing obligation of $0.8 million, with an adjustment to equity for the difference. The Company also recognized a right-of-use asset of $0.9 million for the Kodiak Spaceport lease. No lease payments remained to be paid as of the transition date. As such, equity was adjusted against the right-of-use asset. See Note 8 — Leases.

Note 5 — Property, Plant and Equipment, Net

Presented in the table below are the major classes of property, plant and equipment:


	As of December 31,
in thousands	2020			2019
Computer and software	$	1,440		$	1,437
Leasehold improvements		13,873			13,536
Research and development equipment		4,903			4,773
Production equipment		8,174			7,270
Furniture and fixtures		466			462
Kodiak Spaceport		2,079			2,079

Total property, plant and equipment		30,935			29,557
Less: accumulated depreciation		(6,866	)		(3,556	)

Total property, plant and equipment, net	$	24,069		$	26,001

Depreciation expense is recorded within operating costs in the Consolidated Statements of Operations and amounted to $3.3 million and $2.3 million for the years ended December 31, 2020 and 2019, respectively. No impairment charges were recorded for the years ended December 31, 2020 and 2019.

Kodiak Spaceport

The Company’s involvement in the construction of the Launch Pad, inclusive of the land, resulted in the Company being recognized as the owner of the Launch Pad during the lease term. The arrangement is accounted for as a build-to-suit lease under ASC 840 — Leases. The total construction costs of $2.1 million were capitalized within property, plant and equipment on the Consolidated Balance Sheets, and are depreciated on a straight-line basis over the life of the lease term. AAC’s contributions of $0.8 million were recorded as a financing obligation which is included in other non-current liabilities on the Company’s Consolidated Balance Sheets to be released at the end of the lease term. Relating to the capitalized Launch Pad Construction costs, the Company recorded depreciation expense within the Consolidated Statements of Operations of $0.3 million and $0.1 million during the years ended December 31, 2020 and 2019, respectively.

Related Party Transactions - Additional Information (Detail) - USD ($)						1 Months Ended				3 Months Ended	7 Months Ended
	Jan. 28, 2021	Sep. 21, 2020	Aug. 07, 2020	Aug. 04, 2020	Jun. 04, 2020	Sep. 21, 2021	Nov. 30, 2020	Aug. 04, 2020	Jun. 30, 2019	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Related Party Transactions (Textual)
Outstanding principal amount										$ 10,287,000	$ 71,121,000		$ 36,871,000
Series C Convertible Preferred Stock
Related Party Transactions (Textual)
Convertible preferred stock, share issued	38,323,292
Class B Common Stock
Related Party Transactions (Textual)
Common stock, par value (in Dollars per share)										$ 0.000001	$ 0.000001		$ 0.000001
Common stock, shares outstanding (in Shares)										70,100,000	71,100,000		71,100,000
Holicity Inc.
Related Party Transactions (Textual)
Cost of founders shares					$ 25,000
Related party transaction, description								1.1-for-1 common stock split (the "Stock Split") resulting in 7,906,250 shares outstanding held as follows 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor.
Common stock, shares outstanding (in Shares)				7,906,250				7,906,250
Sponsor forfeited						$ 406,250
Business combination capital stock exchange other transaction, description			(i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.	1.1-for-1 common stock split (the "Stock Split") resulting in 7,906,250 shares outstanding held as follows 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor.							(i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar.transaction that results in all of the Company's stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lock-up if (1) the closing price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property.
Cover expenses					300,000
Payment offering expense					$ 1,000,000
Working Capital Loans											$ 1,500,000
Price per warrant (in Dollars per share)											$ 1.5
Administrative service fees per month								$ 10,000
Services and fees										$ 30,000	$ 48,710
Sponsor forfeited share (in Shares)		406,250
Holicity Inc. \| Class B Common Stock
Related Party Transactions (Textual)
Common stock exchange for issuance shares (in Shares)					7,187,500
Common stock, par value (in Dollars per share)					$ 0.0001					$ 0.0001	$ 0.0001
Common stock, shares outstanding (in Shares)										7,500,000	7,500,000
Holicity Inc. \| Over Allotments [Member]
Related Party Transactions (Textual)
Underwriters issued and outstanding shares percentage		20.00%				20.00%
CEO \| Planet Labs [Member]
Related Party Transactions (Textual)
Deferred liability											$ 100,000		$ 100,000
Deposit										$ 100,000		$ 100,000
ANPC Holdings LLC [Member]
Related Party Transactions (Textual)
Gross proceeds from issuance of promissory convertible notes									$ 10,000,000
ANPC Holdings LLC [Member] \| Series C Convertible Preferred Stock
Related Party Transactions (Textual)
Convertible preferred stock, share issued	7,819,887
Shares issued per share price	$ 1.33
Outstanding principal amount	$ 10,400,000
Accrued interest	$ 600,000
Sherpa Venture Fund [Member]
Related Party Transactions (Textual)
Gross proceeds from issuance of promissory convertible notes							$ 200,000		$ 600,000
Sherpa Venture Fund [Member] \| Series C Convertible Preferred Stock
Related Party Transactions (Textual)
Convertible preferred stock, share issued	469,193									115,771
Shares issued per share price	$ 1.33									$ 1.71
Outstanding principal amount	$ 10,400,000									$ 500,000
Accrued interest	$ 600,000									$ 200,000
Eagle Creek Capital LLC [Member]
Related Party Transactions (Textual)
Gross proceeds from issuance of promissory convertible notes							$ 500,000
Eagle Creek Capital LLC [Member] \| Series C Convertible Preferred Stock
Related Party Transactions (Textual)
Convertible preferred stock, share issued										264,928
Shares issued per share price										$ 1.71
Outstanding principal amount										$ 500,000
Accrued interest										$ 200,000

Stock-based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Compensation Related Costs [Abstract]
Number of Options, Outstanding beginning balance	12,851,154	12,123,519	8,728,814
Number of Options, Granted		10,670,275	5,859,500
Number of Options, Exercised	(750,085)	(4,389,931)	(518,436)
Number of Options, Forfeited	(741,690)	(4,313,139)	(1,811,569)
Number of Options, Expired		1,239,570	134,790
Number of Options, Outstanding ending balance	11,359,379	12,851,154	12,123,519	8,728,814
Number of Options, Unvested	7,657,698	10,254,894	8,730,620
Number of Options,Exercisable	3,701,681	2,596,260	3,392,899
Weighted Average Exercise Price, Outstanding beginning balance	$ 0.32	$ 0.24	$ 0.18
Weighted Average Exercise Price, Granted		0.34	0.31
Weighted Average Exercise Price, Exercised	0.28	0.21	0.06
Weighted Average Exercise Price, Forfeited	0.32	0.29	0.23
Weighted Average Exercise Price, Expired		0.21	0.06
Weighted Average Exercise Price, Outstanding ending balance	$ 0.33	0.32	0.24	$ 0.18
Weighted Average Exercise Price, Unvested		0.33	0.27
Weighted Average Exercise Price, Exercisable		$ 0.29	$ 0.17
Weighted Average Remaining Term, Granted		7 years 8 months 12 days	8 years 4 months 24 days
Weighted Average Remaining Term, Exercised	6 years 10 months 24 days	7 years	4 years 6 months
Weighted Average Remaining Term, Outstanding beginning balance	8 years 3 months 18 days	8 years 8 months 12 days	8 years 7 months 6 days	9 years 3 months 18 days
Weighted Average Remaining Term, Unvested		9 years 1 month 6 days	9 years 1 month 6 days
Aggregate Intrinsic Value, Outstanding	$ 75,492,454	$ 52,056,386	$ 792,366
Weighted Average Remaining Term, Exercisable		7 years	7 years 2 months 12 days
Aggregate Intrinsic Value, Unvested		$ 42,600,167	$ 328,486
Aggregate Intrinsic Value, Exercisable		$ 9,456,219	$ 463,879

Recently Issued Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2020	Dec. 31, 2020	Mar. 31, 2021	Feb. 29, 2016
Summary of Significant Accounting Policies Details [Line Items]
Leases right-of-use asset			$ 4,612
Decrease in additional paid in capital		$ 9,239
ASU 2016-02
Summary of Significant Accounting Policies Details [Line Items]
Leases right-of-use asset				$ 4,600
Lease liability				$ 4,700
ASU 2020-06
Summary of Significant Accounting Policies Details [Line Items]
Decrease in additional paid in capital	$ 9,700
Increase in debt	9,000
Cumulative effect, net of tax effects, decrease to the opening balance	$ 700

Loss per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]
Net loss	$ (158,972)	$ (11,981)	$ (68,293)	$ (53,179)
Net loss attributable to common stockholders	(1,170,698)	(11,981)
Common Class A
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]
Net loss	(40,862)	$ (1,389)	$ (8,120)	$ (5,989)
Adjustment to redemption value on Convertible Preferred Stock	(260,051)
Net loss attributable to common stockholders	$ (300,913)
Basic weighted average common shares outstanding	24,371,147	9,443,456	9,902,845	8,082,020
Dilutive weighted average common shares outstanding	24,371,147	9,443,456	9,902,845	8,082,020
Loss per share attributable to common stockholders:
Basic and Diluted loss per share	$ (12.35)	$ (0.15)	$ (0.82)	$ (0.74)
Class B Common Stock
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]
Net loss	$ (118,110)	$ (10,592)	$ (60,173)	$ (47,910)
Adjustment to redemption value on Convertible Preferred Stock	(751,675)
Net loss attributable to common stockholders	$ (869,785)
Basic weighted average common shares outstanding	70,444,444	71,970,000	73,385,753	63,684,201
Dilutive weighted average common shares outstanding	70,444,444	71,970,000	73,385,753	63,684,201
Loss per share attributable to common stockholders:
Basic and Diluted loss per share	$ (12.35)	$ (0.15)	$ (0.82)	$ (0.74)

Summary of Significant Accounting Policies - Schedule of basic and diluted net loss per common share (Detail) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Common Class A
Denominator: Weighted average Class A common stock
Common stock, basic and diluted (in Shares)	24,371,147	9,443,456		9,902,845	8,082,020
Earnings (loss) per share/basic and diluted common stock	$ (12.35)	$ (0.15)		$ (0.82)	$ (0.74)
Common Class A \| Holicity Inc.
Numerator: Earnings allocable to Class A common stock
Interest income	$ 14,038		$ 46,957
Income and franchise tax	(14,038)		(46,957)
Net Income/loss	$ 0		$ 0
Denominator: Weighted average Class A common stock
Common stock, basic and diluted (in Shares)	30,000,000		30,000,000
Earnings (loss) per share/basic and diluted common stock	$ 0.00		$ 0.00
Class B Common Stock
Denominator: Weighted average Class A common stock
Common stock, basic and diluted (in Shares)	70,444,444	71,970,000		73,385,753	63,684,201
Earnings (loss) per share/basic and diluted common stock	$ (12.35)	$ (0.15)		$ (0.82)	$ (0.74)
Class B Common Stock \| Holicity Inc.
Numerator: Earnings allocable to Class A common stock
Net Income/loss	$ (19,962,564)		$ (7,342,273)
Class A common stock net income	0		0
Net loss	$ (19,962,564)		$ (7,342,273)
Denominator: Weighted average Class A common stock
Common stock, basic and diluted (in Shares)	7,500,000		7,500,000
Earnings (loss) per share/basic and diluted common stock	$ (2.66)		$ (0.98)

Recently Issued Accounting Pronouncements	3 Months Ended	12 Months Ended
Recently Issued Accounting Pronouncements	Mar. 31, 2021	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Recently Issued Accounting Pronouncements	Note 3 — Recently Issued Accounting Pronouncements As an EGC, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for the Company for fiscal year beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted with simultaneous adoption of all provisions of the new standard. The Company is currently evaluating the impact of adopting this guidance. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This temporary guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020-04 is effective from March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is currently evaluating the impact of adopting this guidance. Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842), and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can elect upon adoption. The principle of ASU 2016-02 is that a lessee should recognize assets and liabilities that arise from leases. Lessees will need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments. The right-of-use asset will be based on the liability, with differences related to deferred rent and initial direct costs, etc. For income statement purposes, ASU 2016-02 requires leases to be classified as either operating or finance. Operating leases will result in a straight-line expense pattern while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for the Company beginning January 1, 2022. As of January 1, 2021, the Company early adopted Topic 842 using the modified retrospective approach and as a result will not restate prior periods. The cumulative effect of the changes made to the January 1, 2021 Condensed Consolidated Balance Sheet for the adoption of ASU 2016-02 “Leases” was the addition of a right-of-use asset of $4.6 million and a lease liability of $4.7 million. See Note 8 — Leases. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible instruments with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature (“BCF”). As a result, a convertible debt instrument can be accounted for as a single liability measured at its amortized cost under certain circumstances. These changes may reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument where the embedded conversion option was separated according to beneficial conversion or cash conversion guidance. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share for convertible instruments and the treasury stock method will be no longer available. This standard will be effective for the Company’s fiscal years beginning in the first quarter of 2022, with early adoption permitted in 2021. The Company elected to early adopt ASU 2020-06 as of January 1, 2021 using a modified retrospective transition method. In transition, the Company was required to apply the guidance to all impacted financial instruments that were outstanding as of January 1, 2021 with the cumulative effect recognized as an adjustment to the opening balance of accumulated deficit. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for certain outstanding convertible notes issued in 2020 with separately recognized BCFs. The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of these convertible notes into a single liability instrument, which required the Company to record a $9.7 million decrease in additional paid in capital from the derecognition of the BCFs, a $9.0 million increase in debt from the derecognition of the discount associated with the BCFs, and a $0.7 million cumulative effect, net of tax effects, decrease to the opening balance of its accumulated deficit as of January 1, 2021 upon transition. Since the Company had a net loss for the three months ended March 31, 2021, the convertible notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06.	Note 3 — Recently Issued Accounting Pronouncements As an EGC, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842), and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can elect upon adoption. The principle of ASU 2016-02 is that a lessee should recognize assets and liabilities that arise from leases. Lessees will need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments. The right-of-use asset will be based on the liability, with differences related to deferred rent and initial direct costs, etc. For income statement purposes, ASU 2016-02 requires leases to be classified as either operating or finance. Operating leases will result in a straight-line expense pattern while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for the Company beginning January 1, 2022. The Company plans to adopt Topic 842 using the modified retrospective approach and as a result will not restate prior periods. The Company is currently in the process of evaluating the impact of adopting this guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326). The new guidance replaces the incurred loss impairment methodology in current guidance with a current expected credit loss model (“CECL”) that incorporates a broader range of reasonable and supportable information including the forward-looking information. This guidance is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of adopting this guidance. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for the Company for fiscal year beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted with simultaneous adoption of all provisions of the new standard. The Company is currently evaluating the impact of adopting this guidance. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This temporary guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020-04 is effective from March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is currently evaluating the impact of adopting this guidance. Recently Adopted Accounting Guidance In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which was codified with its subsequent amendments as ASC 606. This guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance supersedes existing revenue recognition guidance, including most industry-specific guidance, as well as certain related guidance on accounting for contract costs. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which defers the effective date of Topic 606 to annual reporting periods beginning after December 15, 2019 and the effective date of Topic 842 to fiscal years beginning after December 15, 2021. The Company adopted the new accounting standard on January 1, 2020 using the modified retrospective method. As the Company did not have any revenue from contracts with any customers prior to the Company’s adoption date, there was no accounting impact upon adoption. In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This update simplifies the accounting for stock compensation, which requires all income tax effects of awards to be recognized in the Consolidated Statements of Operations when the awards vest. It allows an employer to account for forfeitures as they occur, rather than estimating forfeitures as of an award’s grant date. Additionally, an entity may estimate the expected term of an award as the midpoint between the requisite service period and the award’s contractual term. This standard is effective for the Company for fiscal years beginning after December 15, 2017. The Company adopted this guidance on January 1, 2019, and it did not have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This guidance addresses eight specific cash flow issues with the objective of reducing existing diversity in practice. The guidance is effective for the Company for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019, and it did not have a material impact on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Among others, Part I of ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Current accounting guidance creates cost and complexity for organizations that issue financial instruments with down round features by requiring, on an ongoing basis, fair value measurement of the entire instrument or conversion option. ASU 2017-11 require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (“EPS”) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The provisions of the new ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the guidance on January 1, 2019, and the adoption did not have a material impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505-50. The adoption did not have a material impact on the consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Additional Information (Detail) - USD ($)

3 Months Ended

7 Months Ended

12 Months Ended

Aug. 07, 2020

Mar. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Aug. 11, 2020

Jun. 01, 2020

^[1]

Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]

Warrants outstanding

722,586

Expected term

5 years 9 months 10 days

5 years 10 months 2 days

Holicity Inc.

Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]

Trust account

$ 300,012,660

$ 300,046,957

Expected term

5 years

Change in fair value of warrant liabilities

$ 18,553,333

$ 5,940,000

Interest earned on the Trust Account

48,335

Fair value of the warrant liabilities

$ 45,806,666

$ 27,253,333

$ 21,313,333

Holicity Inc. | Public Warrants [Member]

Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]

Warrants outstanding

10,000,000

Fair value per share (in Dollars per share)

$ 21.3

Aggregate values (in Dollars)

$ 27,300,000

Change in fair value of warrant liabilities

$ 18,600,000

5,940,000

Fair value of the warrant liabilities

$ 45,800,000

$ 27,300,000

Holicity Inc. | Private Placement [Member]

Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]

Warrants outstanding

5,000,000

5,333,333

333,333

Warrants issued

333,333

Holicity Inc. | Over Allotments [Member]

Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]

Warrants issued

833,333

[1]	Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

Stockholders' Equity (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Federal Home Loan Banks [Abstract]

Schedule of Convertible Preferred Stock

As of March 31, 2021, the Company’s Convertible Preferred Stock consisted of:


Series	Shares Outstanding		Liquidation Price Per Share		Conversion Price Per Share		Annual Noncumulative Dividend Rights Per Share
A		65,780,540	$	0.243233	$	0.243233	$	0.019459
B		70,713,123		1.333008		1.333008		0.106640
C		50,483,785		6.620970		6.620970		0.529680

Total		186,977,448

As of December 31, 2020, the Company’s Convertible Preferred Stock consisted of:


Series	Shares Outstanding		Liquidation Price Per Share		Conversion Price Per Share		Annual Noncumulative Dividend Rights Per Share
A		65,780,540	$	0.243233	$	0.243233	$	0.019459
B		70,713,123		1.333008		1.333008		0.106640

Total		136,493,663

FAIR VALUE MEASUREMENTS

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Holicity Inc.

FAIR VALUE MEASUREMENTS

Note 8—Fair Value Measurements

At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $300,012,660 and $300,046,957 in money market funds which are invested in U.S. Treasury Securities, respectively. The Company withdrew $48,335 of the interest earned on the Trust Account to pay franchise tax obligations during the three months ended March 31, 2021. No funds were withdrawn during 2020.

At March 31, 2021, there were 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants outstanding.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	300,012,660	$	300,046,957
Liabilities:
Warrant liabilities		1		28,900,000		—
Warrant liabilities		3		16,906,666		27,253,333

Warrants

The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statement of Operations.

The Company established the initial fair value for the warrants on August 7, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

The warrants were classified as Level 3 at December 31, 2020 due to the use of unobservable inputs. A portion of the warrant liability (attributable to the Public Warrants) moved from Level 3 to Level 1 during the three months ended March 31, 2021, after the Company announced its Proposed Business Combination (see Note 9) and the Public Warrants began active trading.

The key inputs into the Monte Carlo simulation model for the warrants were as follows at March 31, 2021 and December 31, 2020:


Input	March 31, 2021			December 31, 2020
Risk-free interest rate		0.94	%		0.41	%
Expected term (years)		5			5
Expected volatility		29.00	%		29.00	%
Exercise price	$	11.50		$	11.50
Stock price	$	11.79		$	10.11

The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions:

•

The risk-free interest rate assumption was based on the U.S. Treasury rate for expected terms, which was commensurate with the contractual term of the warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

•

The expected term was determined based on the exercise period, the warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the Initial Public Offering date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

•

The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

•

The stock price as of March 31, 2021 and December 31, 2020 represents the closing price on the measurement date as observed from the ticker HOL.

Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the fair value of the warrant liabilities at December 31, 2020 was $27.3 million. As of March 31, 2021, the aggregate value of the warrants were $45.8 million. The change in the fair value of the warrant liabilities of $18.6 million was recognized in the condensed consolidated Statement of Operations.

The change in the fair value of the warrant liabilities for the period from December 31, 2020 through March 31, 2021 is summarized as follows:


	Warrant Liabilities
Fair value as of December 31, 2020	$	27,253,333
Change in fair value of warrant liabilities		18,553,333

Fair value as of March 31, 2021	$	45,806,666

NOTE 10. FAIR VALUE MEASUREMENTS

At December 31, 2020, assets held in the Trust Account were comprised of $300,046,957 in money market funds which are invested in U.S. Treasury Securities. As of December 31, 2020, the Company had not withdrawn any of the interest earned on the Trust Account to pay franchise or income tax obligations.

At December 31, 2020, there were 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants outstanding.

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account — U.S. Treasury Securities Money Market Fund		1	$	300,046,957
Liabilities:
Warrant liabilities		3		27,253,333

Warrants

The warrants were classified as Level 3 at the measurement dates due to the use of unobservable inputs. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020.

The key inputs into the Monte Carlo simulation model for the warrants were as follows at initial measurement and as of December 31, 2020:


Input	August 7, 2020 (Initial Measurement)			December 31, 2020
Risk-free interest rate		0.28	%		0.41	%
Expected term (years)		5			5
Expected volatility		28.00	%		29.00	%
Exercise price	$	11.50		$	11.50
Stock price	$	9.50		$	10.11

The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions:

•

The stock price at Initial Public Offering represents unit price less one-third of the warrant price at the Initial Public Offering date. The stock price as of December 31, 2020 represents closing price on the measurement date as observed from the ticker HOL.

Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the fair value of the warrant liabilities upon their issuance on August 7, 2020 was $21.3 million. As of December 31, 2020, the aggregate value of the warrants were $27.3 million. The change in the fair value of the warrant liabilities of $5.9 million was recognized in the Statement of Operations.

The change in the fair value of the warrant liabilities for the period from June 2, 2020 (inception) through December 31, 2020 is summarized as follows:


	Warrant Liabilities
Fair value as of June 2, 2020 (inception)	$	—
Initial measurement on August 7, 2020⁽¹⁾		21,313,333
Change in fair value of warrant liabilities		5,940,000

Fair value as of December 31, 2020	$	27,253,333

(1)	Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Lease - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Extended lease agreement	5 years
Lease rent expenses	$ 0.2	$ 0.6	$ 0.8
Gain loss on lease transaction	$ 0.0
Weighted average remaining lease term	7 years 1 month
Weighted average discount rate	7.42%
Minimum
Lease contractual term	1 year
Maximum
Lease contractual term	8 years

Property, Plant and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Major Classes of Property, Plant and Equipment

Presented in the table below are the major classes of property, plant and equipment:


*in thousands*	As of March 31, 2021			As of December 31, 2020
Construction in Progress	$	167		$	—
Computer and software		1,538			1,440
Leasehold improvements		13,917			13,873
Research and development equipment		4,962			4,903
Production equipment		8,174			8,174
Furniture and fixtures		466			466
Kodiak Spaceport		—			2,079

Total property, plant and equipment		29,224			30,935
Less: accumulated depreciation		(7,385	)		(6,866	)

Total property, plant and equipment, net	$	21,839		$	24,069

Presented in the table below are the major classes of property, plant and equipment:


	As of December 31,
in thousands	2020			2019
Computer and software	$	1,440		$	1,437
Leasehold improvements		13,873			13,536
Research and development equipment		4,903			4,773
Production equipment		8,174			7,270
Furniture and fixtures		466			462
Kodiak Spaceport		2,079			2,079

Total property, plant and equipment		30,935			29,557
Less: accumulated depreciation		(6,866	)		(3,556	)

Total property, plant and equipment, net	$	24,069		$	26,001

Subsequent Events - Additional Information (Detail) - USD ($)						1 Months Ended	3 Months Ended		12 Months Ended
	May 20, 2021	Apr. 23, 2021	Apr. 02, 2021	Feb. 02, 2021	Jan. 28, 2021	Apr. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Outstanding convertible notes							$ 10,287,000		$ 71,121,000	$ 36,871,000
Stock options issued							$ 228,000	$ 19,000	$ 878,000	$ 34,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock options issued						$ 758,500
Vesting of stock options issued to employees		$ 1,900,000
Stock options exercised		$ 1,900,000
Vesting period		4 years
Subsequent Event [Member] \| Short Term Promissory Notes [Member] \| Pendrell [Member]
Subsequent Event [Line Items]
Borrowing	$ 25,000,000
Interest rate	5.00%
Upfront fee percentage	1.00%
Term fee percentage	2.00%
Debt instrument description	The Bridge Loan matures upon the earliest of (a) the closing of the Business Combination, (b) 60 days following the abandonment of the Business Combination and (c) the date when the commitment amount is otherwise paid in full or accelerated pursuant to the terms of the Bridge Loan.
Minimum \| Subsequent Event [Member]
Subsequent Event [Line Items]
Exercise per share			$ 0.44
Maximum \| Subsequent Event [Member]
Subsequent Event [Line Items]
exercise per share			$ 4.49
Series C Convertible Preferred Stock
Subsequent Event [Line Items]
Stock price					$ 6.62
Preferred shares, par value					$ 0.000001
Proceed from sale of preferred stock					$ 30,000,000
Conversion of outstanding convertible notes, amount					$ 61,000,000
Converted preferred stock, shares					4,531,055
Conversion of outstanding convertible notes, shares					38,323,292
Series C Convertible Preferred Stock \| Secondary Sale Agreement [Member]
Subsequent Event [Line Items]
Shares of founders preferred stock transferred					$ 794,015
Shares transferred to investors					1,588,030
Series C Convertible Preferred Stock \| CEO \| Secondary Sale Agreement [Member]
Subsequent Event [Line Items]
Sale of preferred stock, shares					3,775,879
Total purchase price					$ 25,000,000
Series C Convertible Preferred Stock \| Founder [Member] \| Secondary Sale Agreement [Member]
Subsequent Event [Line Items]
Sale of preferred stock, shares					2,265,529
Total purchase price					$ 15,000,000
Series C Convertible Preferred Stock \| Board [Member] \| Secondary Sale Agreement [Member]
Subsequent Event [Line Items]
Sale of preferred stock, shares					1,821,485
Total purchase price					$ 12,100,000
Series C Convertible Preferred Stock \| Eagle Creek Capital LLC [Member]
Subsequent Event [Line Items]
Conversion of outstanding convertible notes, shares									264,928
Outstanding convertible notes									$ 500,000
Series C Convertible Preferred Stock \| Minimum
Subsequent Event [Line Items]
Conversion price					$ 1.33
Series C Convertible Preferred Stock \| Maximum
Subsequent Event [Line Items]
Conversion price					$ 1.71
SPAC Merger Plan [Member]
Subsequent Event [Line Items]
Aggregate consideration				$ 2,030,000

COMMITMENTS

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

COMMITMENTS

Note 9 — Commitments and Contingencies

Legal Proceedings

The Company is party to ordinary and routine litigation incidental to our business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is probable, and an amount can be reasonably estimated.

As of March 31, 2021, the Company does not expect the outcome of any pending litigation to have a material effect on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, or Condensed Consolidated Statements of Cash Flows.

Note 8 — Commitments and Contingencies

Operating Leases

Future minimum operating lease payments as of December 31, 2020 are as follows (in thousands):


Year Ending December 31,	Minimum Lease Commitment
2021	$	712
2022		766
2023		763
2024		762
2025		762
Thereafter		1,708

Total	$	5,473

For the year ended December 31, 2020, rent expense amounted to $0.6 million, of which $0.5 million and $0.1 million are included within research and development expenses and general and administrative expenses, respectively, in the Consolidated Statements of Operations. For the year ended December 31, 2019, rent expense amounted to $0.8 million, of which $0.7 million and $0.1 million are included within research and development expenses and general and administrative expenses, respectively, in the Consolidated Statements of Operations. Deferred rent of $0.8 million and $0.4 million, respectively, are included in accrued liabilities as of December 31, 2020 and 2019.

On March 24, 2020, the City of Alameda, CA, located in Alameda County, issued an eviction moratorium (“Alameda Moratorium”). The Alameda Moratorium allows tenants up to 12 months to repay rent that became overdue between March 24, 2020 and 30 days after the end of the local public health emergency, and Landlords cannot charge late fees or take punitive action during this period. This deferral began in April 2020 for all rent payments to the Company’s properties located in the City of Alameda. The Company expects to remit payment to the City of Alameda for all rent deferred in 2021. The amount of the payments deferred into 2021 amounted to $0.4 million.

Legal Proceedings

The Company is party to ordinary and routine litigation incidental to our business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is reasonably probable, and an amount can be reasonably estimated.

On August 19, 2020, Atmospheric Space Technology Research Associates, L.L.C. (“Atmospheric”) filed a complaint against the Company alleging claims for federal unfair competition, federal trademark infringement, California unfair competition, and California common law trademark infringement in the United States District Court for the Northern District of California (the “Complaint”). The Complaint alleged that Atmospheric holds common law rights since 2007 in the ASTRA mark and asserts Atmospheric’s ownership of four United States ASTRA word and design registrations issued in connection with various goods and services, including atmospheric monitoring system hardware and satellites as well as data collection and analysis services in the aerospace field, satellite launching services, custom manufacturing of various satellite components, and related aerospace engineering and design services (the “Atmospheric Registrations”). The Complaint requested an injunction against use of the ASTRA trademark, corrective advertising, and actual and compensatory damages. On December 7, 2020, the Company filed its Answer to the Complaint along with counterclaims for cancellation of one or more of the ASTRA Registrations owned by Atmospheric based on lack of use at the time of the initial filing of the applications. The parties served their initial disclosures on December 31, 2020 and have subsequently served discovery requests on one another. On January 7, 2021, the parties appeared before the court for their case management conference. On January 22, 2021, the judge referred the parties, at their joint request, to one of the court’s magistrate judges for a settlement conference. On January 31, 2021, the Company and Atmospheric entered into a settlement agreement (“Settlement Agreement”) in the amount of $4.25 million to be remitted in February. The Settlement Agreement further stated that by no later than one calendar year from January 31, 2021, Atmospheric will forever cease use of the marks under the ASTRA Registrations, including in connection with any advertising, website displays, or search engine optimization activities and/or in connection with any product, service or related offerings. The Settlement Agreement further requires Atmospheric to transfer ownership of any domain names registered, owned, or controlled by Atmospheric that incorporate or consist of the term “ASTRA” or any similar term within one year of January 31, 2021. The Company recorded $1.05 million of the expected $4.25 million settlement as a legal accrual within the Consolidated Balance Sheets as of December 31, 2020 relating to the cost of past use and trademark infringement. The residual balance is expected to be recorded as an intangible trademark asset in 2021 upon settlement.

The Company does not expect the outcome of any other pending litigation to have a material effect on the Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows.

Holicity Inc.

COMMITMENTS

Note 6—Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statement. The registration rights agreement does not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s Class A common stock.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.0 million in the aggregate, upon the closing of the Initial Public Offering and the partial exercise of the Over-Allotment Option. In addition, $0.35 per unit, or approximately $10.5 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7. COMMITMENTS

Registration Rights

Underwriting Agreement

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might results from the outcome of this uncertainty.

Long-Term Debt - Schedule of Term Loan and Equipment Advances (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt Principle outstanding	$ 10,000	$ 10,000
Term Loan [Member]
Debt Instrument [Line Items]
Debt Principle outstanding	$ 3,000	$ 3,000
Debt Maturity Date	Apr. 01, 2023	Apr. 01, 2023
Equipment Advances - January 31, 2019 Issuance [Member]
Debt Instrument [Line Items]
Debt Principle outstanding	$ 2,410	$ 2,410
Debt Maturity Date	Jan. 01, 2022	Jan. 01, 2022
Equipment Advances - April 29, 2019 Issuance [Member]
Debt Instrument [Line Items]
Debt Principle outstanding	$ 2,428	$ 2,428
Debt Maturity Date	Apr. 01, 2022	Apr. 01, 2022
Equipment Advances - June 27, 2019 Issuance [Member]
Debt Instrument [Line Items]
Debt Principle outstanding	$ 2,162	$ 2,162
Debt Maturity Date	Jun. 01, 2022	Jun. 01, 2022

Summary of Significant Accounting Policies (Tables)

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted loss:


	Three Months Ended March 31,
	2021						2020
*(in thousands, except share and per share amounts)*	Class A Common			Class B Common			Class A Common			Class B Common
Net loss	$	(40,862	)	$	(118,110	)	$	(1,389	)	$	(10,592	)
Adjustment to redemption value on Convertible Preferred Stock		(260,051	)		(751,675	)		—			—

Net loss attributed to common stockholders	$	(300,913	)	$	(869,785	)		—			—

Basic weighted average common shares outstanding		24,371,147			70,444,444			9,443,456			71,970,000
Dilutive weighted average common shares outstanding		24,371,147			70,444,444			9,443,456			71,970,000
Loss per share attributable to common stockholders:
Basic and Diluted loss per share	$	(12.35	)	$	(12.35	)	$	(0.15	)	$	(0.15	)

The following table sets forth the computation of basic and diluted loss:


	Years Ended December 31,
	2020						2019
(in thousands, except share and per share amounts)	Class A Common			Class B Common			Class A Common			Class B Common
Net loss attributable to common stockholders	$	(8,120	)	$	(60,173	)	$	(5,989	)	$	(47,910	)
Basic weighted average common shares outstanding		9,902,845			73,385,753			8,082,020			63,684,201
Dilutive weighted average common shares outstanding		9,902,845			73,385,753			8,082,020			63,684,201
Loss per share attributable to common stockholders:
Basic and Diluted loss per share	$	(0.82	)	$	(0.82	)	$	(0.74	)	$	(0.74	)

Holicity Inc.

Schedule of Earnings Per Share, Basic and Diluted

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three months ended March 31, 2021
Class A Common Stock
Numerator: Earnings allocable to Class A common stock
Interest income	$	14,038
Income and franchise tax		(14,038	)

Net Income	$	—

Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted		30,000,000
Earnings per share/basic and diluted Class A common stock	$	0.00
Class B Common Stock
Numerator: Net loss less Class A common stock net income
Net loss	$	(19,962,564	)
Class A common stock net income		—

Net loss	$	(19,962,564	)

Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted		7,500,000
Loss per share/basic and diluted Class B common stock	$	(2.66	)

Note:

for the three months ended March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	For the period from June 2, 2020 (inception) through December 31, 2020
Class A Common Stock
Numerator: Earnings allocable to Class A common stock
Interest income	$	46,957
Income and franchise tax		(46,957	)

Net Income	$	—

Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted		30,000,000
Earnings per share/basic and diluted Class A common stock	$	0.00
Class B Common Stock
Numerator: Net loss less Class A common stock net income
Net loss	$	(7,342,273	)
Class A common stock net income		—

Net loss	$	(7,342,273	)

Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted		7,500,000
Loss per share/basic and diluted Class B common stock	$	(0.98	)

Note:

for the period from June 2, 2020 (inception) through December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders.

Private Placement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended	7 Months Ended
	Aug. 11, 2020	Aug. 07, 2020	Mar. 31, 2021	Dec. 31, 2020
Private Placement (Textual)
Warrants issued (in Shares)				722,586
Holicity Inc.
Private Placement (Textual)
Warrant exercisable price per share	$ 11.50			$ 11.50
Holicity Inc. \| Private Placement [Member]
Private Placement (Textual)
Warrants issued (in Shares)	333,333	5,000,000	5,333,333	5,333,333
Price per warrants issued	$ 1.50	$ 1.50		$ 1.50
Gross proceeds (in Dollars)	$ 0.5	$ 7.5		$ 8.0
Holicity Inc. \| Common Class A
Private Placement (Textual)
Minimum warrants price redemption in cash per share			$ 10.00
Maximum warrants price redemption in cash per share			$ 18.00

INITIAL PUBLIC OFFERING	3 Months Ended	7 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2021	Dec. 31, 2020
Holicity Inc.
INITIAL PUBLIC OFFERING	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit, which includes the partial exercise by the underwriters of their option to purchase an additional 4,125,000 Units at $10.00 per Unit, generating total gross proceeds of $300.0 million. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).	NOTE 4. INITIAL PUBLIC OFFERING On August 7, 2020, the Company consummated the Initial Public Offering of 27,500,000 Units at $10.00 per Unit, generating gross proceeds of $275.0 million. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Additionally, the Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On August 11, 2020, the underwriters purchased 2,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25.0 million. The underwriters did not exercise the remaining portion of their Over-Allotment Option. As a result, the initial stockholders forfeited 406,250 shares, resulting in the initial stockholders holding an aggregate of 7,500,000 shares of Class B common stock. The shares forfeited by the initial stockholders were cancelled by the Company. Including the partial exercise of the Over-Allotment Option, there were an aggregate of 30,000,000 Units sold, generating total gross proceeds of $300.0 million.

INCOME TAXES (Tables)

7 Months Ended

12 Months Ended

Dec. 31, 2020

Schedule of Deferred Income Tax Assets and Liabilities

The Company’s deferred income tax assets and liabilities are as follows:


	As of December 31,
in thousands	2020			2019
Deferred tax assets:
Net operating loss carry forward	$	45,768		$	26,472
Tax credits		4,403			3,231
Stock-based compensation		35			40
Intangibles		307			—
Accruals and reserves		362			187

Total deferred tax assets		50,875			29,930
Deferred tax liabilities:
Fixed assets and intangibles		(787	)		(548	)

Total deferred tax liabilities		(787	)		(548	)

Net deferred tax assets before valuation allowance		50,088			29,382
Valuation allowance		(50,088	)		(29,382	)

Net deferred tax assets (liabilities)	$	—		$	—

Reconciliation Between the Effective Tax Rate on Income from Continuing Operations and the Statutory Tax Rate

Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21% is as follows:


	December 31,
	2020			2019
U.S. federal provision at statutory rate		21.0	%		21.0	%
Tax credits		1.0			2.2
Stock-based compensation		—			(0.1	)
Convertible Notes interest limitation		(1.6	)		—
Fair value adjustment		2.5			—
Change in valuation allowance		(22.8	)		(22.3	)
Other		(0.1	)		(0.8	)
Effective tax rate		0.0	%		0.0	%

Summary of Loss Before Income Taxes

For financial reporting purposes, loss before income taxes includes the following components:


	As of December 31,
in thousands	2020			2019
Domestic	$	(68,293	)	$	(53,179	)
Foreign		—			—

Loss before income taxes	$	(68,293	)	$	(53,179	)

Reconciliation of the Total Amounts of Unrecognized Tax Benefits

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


	Years Ended December 31,
in thousands	2020		2019
Unrecognized tax benefits as of the beginning of the year	$	3,543	$	1,569
Increases related to prior year tax provisions		—		—
Decrease related to prior year tax provisions		—		—
Increase related to current year tax provisions		1,299		1,974
Statute lapse		—		—

Unrecognized tax benefits as of the end of the year	$	4,842	$	3,543

Holicity Inc.

Schedule of Deferred Income Tax Assets and Liabilities

The Company’s net deferred tax assets are as follows:


	December 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$	122,932
Net operating losses		14,645

Total deferred tax asset		137,577
Valuation allowance		(137,577	)

Deferred tax asset, net of allowance	$	—

Schedule of income tax provision

The income tax provision consists of the following:


	For the period from June 2, 2020 (inception) through December 31, 2020
Federal
Current	$	—
Deferred		(137,577	)
State
Current		—
Deferred		—
Change in valuation allowance		137,577

Income tax provision	$	—

Reconciliation Between the Effective Tax Rate on Income from Continuing Operations and the Statutory Tax Rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


Statutory federal income tax rate	21.0	%
Non-deductible change in fair value of warrant liabilities	(17.0	)%
Non-deductible warrant offering costs	(2.1	)%
Change in valuation allowance	(1.9	)%

Income tax provision	—	%

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Estimated Useful Lives of Assets

The estimated useful lives are as follows:


*Asset Class*		*Estimated useful life*
Leasehold improvements		Lesser of lease term or useful life, approximately 10 years
Kodiak Spaceport		Approximately 5 years
Research and development equipment		5 years
Production equipment		10 years
Furniture and fixtures		5 years
Computer and software		3 years

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

Note 8 — Leases

The Company has operating leases for warehouse, production, and office facilities and equipment. Lease contracts have remaining lease terms of one year to 8 years, some of which include options to extend the term by up to 5 years. The Company included renewal options that are reasonably certain to be exercised as part of the lease term. Additionally, some lease contracts include termination options. The Company does not expect to exercise the majority of termination options and generally exclude such options when determining the term of leases. See Note 2 — Basis of Presentation and Summary of Significant Accounting Policies for the Company’s lease accounting policy.

The components of lease costs for three months ended March 31, 2021 are as follows (in thousands):


	Three Months Ended March 31, 2021
Operating lease costs	$	253
Finance lease costs:
Amortization of right-of-use assets		—
Interest on lease liabilities		—
Short-term lease costs		—
Variable lease costs		—
Sublease income		—

Total lease costs	$	253

For the three months ended March 31, 2020, rent expense recognized under ASC 840 amounted to $0.2 million.

There were no losses or gains on sale and leaseback transactions for the three months ended March 31, 2021.

The weighted average remaining lease term as of March 31, 2021 is 7.06 years and the weighted average discount rate is 7.42%.

Cash flows arising from lease transactions for the three months ended March 31, 2021 were as follows (in thousands):


	Three Months Ended March 31, 2021
Cash paid for amounts included in the measurements of lease liabilities:
Operating cash inflows/(outflows) from operating leases	$	(10	)
Operating cash inflows/(outflows) from finance leases		—
Financing cash inflows/(outflows) from finance leases		—
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets		—
Operating leases		—
Finance leases		—

Future minimum lease payments under non-cancelable leases in effect as of March 31, 2021 are as follows (in thousands):


Year Ending December 31,	Operating Leases			Finance Leases
2021 (excluding the three months ended March 31, 2021)	$	1,031		$	—
2022		766			—
2023		763			—
2024		762			—
2025		762			—
Thereafter		1,803			—

Total future undiscounted minimum lease payments	$	5,887		$	—
Less: Imputed Interest		(1,181	)		—

Present value of lease liabilities	$	4,706		$	—
Less: Current portion of operating lease obligation		(1,198	)		—

Operating lease obligation, net of current portion	$	3,508		$	—

The following table summarizes our lease commitments as of December 31, 2020:


Year Ending December 31	Minimum Lease Commitment
	(in thousands)
2021	$	712
2022		766
2023		763
2024		762
2025		762
Thereafter		1,708

Total	$	5,473

Long-Term Debt - Schedule of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total debt	$ 10,287	$ 71,121	$ 36,871
Less: debt discount		12,200	3,498
Less: current portion	(3,839)	(51,635)	(1,600)
Total long-term debt book value, net	6,448	7,286	31,773
Term Loan [Member]
Debt Instrument [Line Items]
Total debt	2,500	2,800	3,000
Equipment Advances [Member]
Debt Instrument [Line Items]
Total debt	2,937	3,636	5,036
Paycheck Protection Program [Member]
Debt Instrument [Line Items]
Total debt		4,850
Convertible Notes [Member]
Debt Instrument [Line Items]
Total debt		59,835	28,835
Less: debt discount		12,200	$ 3,498
Program Note [Member]
Debt Instrument [Line Items]
Total debt	$ 4,850	$ 4,850

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

7 Months Ended

Dec. 31, 2020

Holicity Inc.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Background of the Restatement

In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to the Public Warrants (as defined below) and the Private Placement Warrants that the Company issued in August 2020, the Company’s previously issued financial statements for the periods ended September 30, 2020 and December 31, 2020 should no longer be relied upon. As such, the Company is restating its financial statements for the such periods including in this Annual Report.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance in August 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Company’s warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for the warrants issued in August 2020 in light of the SEC Staff’s published views. Based on this reassessment, management determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations for each reporting period. Further, a portion of the offering costs previously included in equity, and now attributed to the warrant liabilities, have been reclassified as an expense.

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the periods ended December 31, 2020, September 30, 2020 and its balance sheet as of August 7, 2020 (the “Affected Periods”) should be restated because of a misapplication of the guidance with respect to accounting for certain of the Company’s outstanding warrants and should no longer be relied upon.

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.

Effects of the Restatement

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:


	As Previously Reported			Adjustments			As Restated
Balance Sheet as of August 7, 2020
Warrant liabilities	$	—		$	21,313,333		$	21,313,333
Total liabilities		9,830,277			21,313,333			31,143,610
Class A common stock subject to possible redemption		262,053,310			(21,313,330	)		240,739,980
Class A common stock		129			464			593
Additional paid-in capital		5,002,671			746,645			5,749,316
Accumulated deficit		(3,581	)		(747,112	)		(750,693	)
Total Stockholders’ Equity		5,000,010			(3	)		5,000,007

Balance Sheet as of December 31, 2020
Warrant liabilities	$	—		$	27,253,333		$	27,253,333
Total liabilities		10,761,772			27,253,333			38,015,105
Class A common stock subject to possible redemption		285,485,260			(27,253,330	)		258,231,930
Class A common stock		145			273			418
Additional paid-in capital		5,654,273			6,686,836			12,341,109
Accumulated deficit		(655,161	)		(6,687,112	)		(7,342,273	)
Total Stockholders’ Equity		5,000,007			(3	)		5,000,004

Statement of Operations for the period from June 2, 2020 (Inception) through December 31, 2020
Warrant offering costs	$	—		$	(747,112	)	$	(747,112	)
Change in fair value of warrant liabilities		—			(5,940,000	)		(5,940,000	)
Other expense, net		46,957			(6,687,112	)		(6,640,155	)
Loss before provision for income taxes		(655,161	)		(6,687,112	)		(7,342,273	)
Net loss		(655,161	)		(6,687,117	)		(7,342,273	)
Basic and diluted loss per share, Class B common stock		(0.09	)		(0.89	)		(0.98	)

Statement of Cash Flows for the period from June 2, 2020 (Inception) through December 31, 2020
Cash Flows from Operating Activities:
Net loss	$	(655,161	)	$	(6,687,112	)	$	(7,342,273	)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred warrant offering costs		—			458,500			458,500
Change in fair value of warrant liabilities		—			5,940,000			5,940,000
Net cash used in operating activities		(691,869	)		(288,612	)		(980,481	)
Proceeds from sale of Units, net of underwriting discounts paid		294,000,000			262,000			294,262,000
Payment of offering costs		(160,614	)		26,612			(134,002	)
Net cash provided by financing activities		301,682,297			288,612			301,970,909
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			21,313,333			21,313,333

The following tables set forth the effects of the restatement on the affected line items within our previously reported unaudited condensed financial statements.


	As Previously Reported			Adjustments			As Restated
Condensed Balance Sheet as of September 30, 2020
Warrant liabilities	$	—		$	24,546,666		$	24,546,666
Total liabilities		10,640,289			24,546,666			35,186,955
Class A common stock subject to possible redemption		285,990,770			(24,546,670	)		261,444,100
Class A common stock		140			246			386
Additional paid-in capital		5,148,768			3,980,203			9,128,971
Accumulated deficit		(149,656	)		(3,980,445	)		(4,130,101	)
Total Stockholders’ Equity		5,000,002			4			5,000,006

Condensed Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020
Warrant offering costs	$	—		$	(747,112	)	$	(747,112	)
Change in fair value of warrant liabilities		—			(3,233,333	)		(3,233,333	)
Other expense, net		7,109			(3,980,445	)		(3,973,336	)
Loss before provision for income taxes		(149,656	)		(3,980,445	)		(4,130,101	)
Net loss		(149,656	)		(3,980,445	)		(4,130,101	)
Basic and diluted loss per share, Class B		(0.02	)		(0.53	)		(0.55	)

Condensed Statement of Operations for the three months ended September 30, 2020
Warrant offering costs	$	—		$	(747,112	)	$	(747,112	)
Change in fair value of warrant liabilities		—			(3,233,333	)		(3,233,333	)
Other expense, net		7,109			(3,980,445	)		(3,973,336	)
Loss before provision for income taxes		(148,287	)		(3,980,445	)		(4,128,732	)
Net loss		(148,287	)		(3,980,445	)		(4,128,732	)
Basic and diluted loss per share, Class B		(0.02	)		(0.53	)		(0.55	)

Condensed Statement of Cash Flows for the period from June 2, 2020 (inception) through September 30, 2020
Cash Flows from Operating Activities:
Net loss	$	(149,656	)	$	(3,980,445	)	$	(4,130,101	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred warrant offering costs		—			458,500			458,500
Change in fair value of warrant liabilities		—			3,233,333			3,233,333
Net cash used in operating activities		(321,572	)		(288,612	)		(610,184	)
Proceeds from sale of Units, net of underwriting discounts paid		294,000,000			262,000			294,262,000
Payment of offering costs		(160,614	)		26,612			(134,002	)
Net cash provided by financing activities		301,682,297			288,612			301,970,909
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			21,313,333			21,313,333

Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss carry forward	$ 45,768	$ 26,472
Tax credits	4,403	3,231
Stock-based compensation	35	40
Intangibles	307
Accruals and reserves	362	187
Total deferred tax assets	50,875	29,930
Deferred tax liabilities:
Fixed assets and intangibles	(787)	(548)
Total deferred tax liabilities	(787)	(548)
Net deferred tax assets before valuation allowance	50,088	29,382
Valuation allowance	(50,088)	(29,382)
Net deferred tax assets (liabilities)	$ 0	$ 0

Inventories	3 Months Ended	12 Months Ended
Inventories	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventories	Note 4 — Inventories The Company’s inventories included raw materials of $1.0 million and $0.6 million, as of March 31, 2021 and December 31, 2020, respectively, which are necessary to construct the Company’s launch vehicles for customer-specific contracts. Costs related to the construction of research and development launch vehicles are recorded as research and development expenses when incurred. Under the Company’s business model, launch vehicles are manufactured to deliver customer payloads of various sizes to various locations in low-earth orbit. There were no inventory write downs as of March 31, 2021 and December 31, 2020.	Note 4 — Inventories The Company’s inventories as of December 31, 2020 included raw materials of $0.6 million, which are necessary to construct the Company’s launch vehicles for customer-specific contracts. Costs related to the construction of research and development launch vehicles are recorded as research and development expenses when incurred. The Company had no inventories as of December 31, 2019. Under the Company’s business model, launch vehicles are manufactured to deliver customer payloads of various sizes to various locations in low-earth orbit. There were no inventory write downs as of December 31, 2020 and 2019.

Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Common Class A
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	209,929,975	170,651,400	168,567,403	164,563,955
Common Class A \| Equity Option [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	11,359,379	14,935,151	12,851,154	8,753,954
Common Class A \| Convertible Preferred Stock
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	197,848,010	154,993,663	154,993,663	154,993,663
Common Class A \| Public Warrants [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	722,586	722,586	722,586	722,586
Common Class A \| Restricted Stock [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount				93,752
Class B Common Stock
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		725,000		2,900,000
Class B Common Stock \| Restricted Stock [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		725,000		2,900,000

Long - Term Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended		3 Months Ended		12 Months Ended
	Jan. 28, 2021	Jan. 01, 2021	Apr. 20, 2020	Apr. 02, 2020	Oct. 31, 2020	Jun. 30, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 25, 2018
Debt Instrument [Line Items]
Interest expense									$ 4,500	$ 700
Warrants outstanding									722,586
Unamortized debt discount									$ 12,200	$ 3,498
Loss on extinguishment							$ (131,908)
2018 Loan Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate terms							The 2018 Term Loans bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.5% above the Prime Rate. The 2018 Equipment Advances bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.0% above the Prime Rate. As of December 31, 2019, the interest rate is 6.25% for the 2018 Term Loans and 5.75% for the 2018 Equipment Advances. As of December 31, 2020, the interest rate for the 2018 Term Loans and the 2018 Equipment Advances is 5.25%.		The 2018 Term Loans bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.5% above the Prime Rate. The 2018 Equipment Advances bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.0% above the Prime Rate. As of December 31, 2019, the interest rate is 6.25% for the 2018 Term Loans and 5.75% for the 2018 Equipment Advances. As of December 31, 2020, the interest rate for the 2018 Term Loans and the 2018 Equipment Advances is 5.25%.
Deferred principal amount				$ 2,000
Common Class A \| 2018 Loan Agreement [Member]
Debt Instrument [Line Items]
Warrants outstanding											722,586
Warrants exercise price											$ 0.16
Warrants exercisable period											10 years
Series C Convertible Preferred Stock \| Maximum
Debt Instrument [Line Items]
Conversion price per share	$ 1.71
Series C Convertible Preferred Stock \| Minimum
Debt Instrument [Line Items]
Conversion price per share	$ 1.33
2018 Term Loans [Member] \| 2018 Loan Agreement [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity											$ 3,000
Debt instrument, interest rate							5.25%		5.25%	6.25%
2018 Equipment Advances [Member] \| 2018 Loan Agreement [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity											$ 7,000
Debt instrument, interest rate							5.25%		5.25%	5.75%
Paycheck Protection Program [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate								1.00%	1.00%
Proceeds from loan			$ 4,900
Debt maturity period								2 years	2 years
June 2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate terms						Compounded annually on basis of 360-days year of twelve 30-day months.
Convertible promissory notes issued						$ 14,800
Convertible Notes maturity date						Jun. 10, 2021
June 2019 Convertible Notes [Member] \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate						2.37%
June 2019 Convertible Notes [Member] \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate						2.13%
October 2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate terms					Compounded annually on basis of 360-days year of twelve 30-day months.
Debt instrument, interest rate					1.69%
Convertible promissory notes issued					$ 45,000
Convertible Notes maturity date					Oct. 01, 2021
October 2019 Convertible Notes [Member] \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate					1.59%
October 2019 Convertible Notes [Member] \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate					1.85%
Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible debt, beneficial conversion features									$ 9,719
Convertible debt, interest expense									700
Fair value of the Convertible Notes									297,200
Unamortized debt discount									$ 12,200	$ 3,498
Convertible Notes [Member] \| Next Equity Financing [Member]
Debt Instrument [Line Items]
Convertible notes, conversion features							Upon the Company’s next equity financing yielding at least $20 million in a single transaction for the June 2019 Convertible Notes and $50 million in a single transaction for the October 2019 Convertible Notes (“Next Equity Financing”), the Convertible Notes shall automatically convert into those equity securities issued at a price lesser of 80% of the qualified financing price or a per share price reflecting a pre-money, fully-diluted valuation of $350 million for the June 2019 Convertible Notes and $450 million for the October 2019 Convertible Notes.		Upon the Company’s next equity financing yielding at least $20 million in a single transaction for the June 2019 Convertible Notes and $50 million in a single transaction for the October 2019 Convertible Notes (“Next Equity Financing”), the Convertible Notes shall automatically convert into those equity securities issued at a price lesser of 80% of the qualified financing price or a per share price reflecting a pre-money, fully-diluted valuation of $350 million for the June 2019 Convertible Notes and $450 million for the October 2019 Convertible Notes.
Convertible Notes [Member] \| Changes In Control [Member]
Debt Instrument [Line Items]
Convertible notes, conversion features							In the event of a change of control, immediately prior, the note shall convert into cash equal to 1.5 times the outstanding principal and any accrued but unpaid interest or at the option of the holder convert into common stock at a price per share equal to the lesser of 80% of the change of control price per common stock or a per share price reflecting a pre-money, fully-diluted valuation of $500 million for the June 2019 Convertible Notes and $450 million for the October 2019 Convertible Notes.		In the event of a change of control, immediately prior, the note shall convert into cash equal to 1.5 times the outstanding principal and any accrued but unpaid interest or at the option of the holder convert into common stock at a price per share equal to the lesser of 80% of the change of control price per common stock or a per share price reflecting a pre-money, fully-diluted valuation of $500 million for the June 2019 Convertible Notes and $450 million for the October 2019 Convertible Notes.
Convertible Notes [Member] \| Series C Preferred Stock [Member]
Debt Instrument [Line Items]
Convertible promissory notes issued	$ 61,000
Purchase price per share	$ 6.62
Convertible Preferred Shares	38,323,292
Convertible Notes [Member] \| Series C Preferred Stock [Member] \| Maximum
Debt Instrument [Line Items]
Conversion price per share	$ 1.71
Price per share	1.71
Convertible Notes [Member] \| Series C Preferred Stock [Member] \| Minimum
Debt Instrument [Line Items]
Conversion price per share	1.33
Price per share	$ 1.33
Convertible Notes [Member] \| ASU 2020-06
Debt Instrument [Line Items]
Increase in Convertible notes		$ 9,000
Decrease in additional paid in capital		(9,700)
Decrease in additional paid in capital		$ (700)
June 2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Debt settlement amount							$ 20,000
Unamortized debt discount							14,500
Accrued and unpaid interest							600
October 2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Debt settlement amount							50,000
Unamortized debt discount							42,600
Accrued and unpaid interest							600
Carrying amount plus accrued and unpaid interest	$ 43,200
Loss on extinguishment							$ (133,800)
October 2019 Convertible Notes [Member] \| Series C Convertible Preferred Stock
Debt Instrument [Line Items]
Purchase price per share							$ 6.62
Aggregate Share issued for settlement							26,727,308
Fair value of convertible preferred stock							$ 177,000

Lease - Summary of Lease Commitments (Detail) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
2021	$ 712
2022	766
2023	763
2024	762
2025	762
Thereafter	1,708
Total	$ 5,473

Fair Value Measurements - Schedule of changes in the fair value of warrant liabilities (Detail) - Holicity Inc. - USD ($)

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]

Beginning balance

$ 27,253,333

$ 21,313,333

^[1]

Change in fair value of warrant liabilities

18,553,333

5,940,000

Ending balance

$ 45,806,666

$ 27,253,333

[1]	Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

Long-Term Debt - Schedule Of Convertible Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 45,000	$ 45,000
Convertible Notes Maturing June 10, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	14,835	14,835
October 01, 2019 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 14,000	$ 14,000
Debt Interest Rate	1.69%	1.69%
February 06, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 6,000	$ 6,000
Debt Interest Rate	1.59%	1.59%
February 12, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 5,000	$ 5,000
Debt Interest Rate	1.59%	1.59%
February 28, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 6,900	$ 6,900
Debt Interest Rate	1.59%	1.59%
October 29, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 1,500	$ 1,500
Debt Interest Rate	1.85%	1.85%
November 12, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 5,940	$ 5,940
Debt Interest Rate	1.85%	1.85%
November 16, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 1,162	$ 1,162
Debt Interest Rate	1.85%	1.85%
November 19, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 3,338	$ 3,338
Debt Interest Rate	1.85%	1.85%
December 01, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 160	$ 160
Debt Interest Rate	1.85%	1.85%
December 11, 2020 [Member] \| Convertible Notes Maturing October 01, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 1,000	$ 1,000
Debt Interest Rate	1.85%	1.85%
June 10, 2019 [Member] \| Convertible Notes Maturing June 10, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 12,950	$ 12,950
Debt Interest Rate	2.37%	2.37%
June 12, 2019 [Member] \| Convertible Notes Maturing June 10, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 500	$ 500
Debt Interest Rate	2.37%	2.37%
June 13, 2019 [Member] \| Convertible Notes Maturing June 10, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 400	$ 400
Debt Interest Rate	2.37%	2.37%
July 19, 2019 [Member] \| Convertible Notes Maturing June 10, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 235	$ 235
Debt Interest Rate	2.13%	2.13%
July 25, 2019 [Member] \| Convertible Notes Maturing June 10, 2021 [Member]
Debt Instrument [Line Items]
Convertible Notes payable	$ 750	$ 750
Debt Interest Rate	2.13%	2.13%

Stock-based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Summary of Fair Value Assumption Of Common Stock

The following assumptions are utilized to determine the fair value of Class A common stock:


	Merger Transaction			Remaining Private
Time to event (in years)⁽¹⁾		0.38			1.50
Scenario probability⁽²⁾		60	%		40	%
Discount for lack of marketability⁽³⁾		10	%		25	%
Market value per share⁽⁴⁾	$	6.62		$	3.04
Grant-date fair value	$	5.96		$	2.28

(1)	The time to event represents the estimated length of time to a merger or liquidation event.

(2)	Scenario probability was estimated based on the Company’s merger or liquidation event assumptions on the valuation date.

(3)

Discount for lack of marketability related to the merger transaction scenario was utilized to account for industry-standard lock period of founders and existing employees. Benchmark study approach and securities-based approaches are utilized to estimate the discount for lack of marketability for the remaining private scenario.

(4)

The Company has assumed the cash purchase price for Series C preferred stock of $6.62 represents an arm’s length fair market value per share price of equity. The value of the remaining private scenario was determined based on back-solve analysis by reconciling to the Series C preferred stock purchase price.

Schedule of Stock-based Compensation Recorded in Condensed Consolidated Statements of Operation

The following table summarizes stock-based compensation expense that the Company recorded in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
*in thousands*	2021		2020
Research and development	$	3,179	$	152
Sales and marketing		13		—
General and administrative		7,141		220

Stock-based compensation expense	$	10,333	$	372

The following table summarizes stock-based compensation expense that the Company recorded in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019:


	Years Ended December 31,
in thousands	2020		2019
Research and development	$	339	$	190
General and administrative		31,863		624

Stock-based compensation expense	$	32,202	$	814

Schedule of Stock Option Activity

The following is a summary of stock option activity for time-based options for the three months ended March 31, 2021:


	No. of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Term (in Years)		Aggregate Intrinsic Value
Outstanding — December 31, 2020		12,851,154		$	0.32		8.7	$	52,056,386
Granted		—			—		—
Exercised		(750,085	)		0.28		6.9
Forfeited		(741,690	)		0.32		—
Expired					—		—

Outstanding — March 31, 2021		11,359,379		$	0.33		8.3	$	75,492,454
Unvested — March 31, 2021		7,657,698
Exercisable — March 31, 2021		3,701,681

The following is a summary of stock option activity for time-based options for the years ended December 31, 2020 and 2019:


	No. of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Term (in Years)		Aggregate Intrinsic Value
Outstanding — December 31, 2018		8,728,814		$	0.18		9.3
Granted		5,859,500			0.31		8.4
Exercised		(518,436	)		0.06		4.5
Forfeited		(1,811,569	)		0.23		—
Expired		(134,790	)		0.06		—

Outstanding — December 31, 2019		12,123,519		$	0.24		8.6	$	792,366

Granted		10,670,275			0.34		7.7
Exercised		(4,389,931	)		0.21		7.0
Forfeited		(4,313,139	)		0.29		—
Expired		(1,239,570	)		0.21		—

Outstanding — December 31, 2020		12,851,154		$	0.32		8.7	$	52,056,386

Unvested — December 31, 2019		8,730,620		$	0.27		9.1	$	328,486
Exercisable — December 31, 2019		3,392,899		$	0.17		7.2	$	463,879
Unvested — December 31, 2020		10,254,894		$	0.33		9.1	$	42,600,167
Exercisable — December 31, 2020		2,596,260		$	0.29		7.0	$	9,456,219

Summary of Weighted-average Assumptions

The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the consolidated financial statements:


	Years Ended December 31,
	2020		2019
Expected term (in years)⁽¹⁾		5.78		5.84
Expected volatility⁽²⁾		47.43%		34.00%
Risk-free interest rate range⁽³⁾		0.29% — 1.19%		1.58% — 2.54%
Dividend yield⁽⁴⁾		—		—
Grant-date fair value	$	1.12	$	0.11

(1)

The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern.

(2)	Expected volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities.

(3)	Risk-free interest was obtained from US treasury notes for the expected terms noted as of the valuation date.

(4)	The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future.

Summary of Nonvested Restricted Stock Shares Activity

Activity related to RSAs is as follows:


	Shares		Weighted Average Grant Date Fair Value
Nonvested, beginning of period — December 31, 2018		21,485,419	$	0.03
Granted		—		—
Forfeited or canceled		—		0.03
Vested		18,491,667		0.03
Nonvested, end of period — December 31, 2019		2,993,752		0.03
Granted		—		—
Forfeited or canceled		—		—
Vested		2,993,752		0.03
Nonvested, end of period — December 31, 2020		—	$	—

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 22,548,000	$ 10,611,000	$ 10,519,000
Inventories	1,019,000	649,000	0
Prepaid and other current assets	4,697,000	485,000	765,000
Total current assets	28,264,000	11,745,000	11,284,000
Property, plant and equipment, net	21,839,000	24,069,000	26,001,000
Right-of-use asset	4,612,000
Trademark	3,200,000
Other non-currentassets	77,000	77,000	356,000
Total assets	57,992,000	35,891,000	37,641,000
Current liabilities:
Accounts payable	3,252,000	2,474,000	3,308,000
Current portion of operating lease obligation	1,198,000
Accrued expenses and other current liabilities	6,502,000	4,390,000	649,000
Long-term debt, current portion	3,839,000	41,132,000	1,600,000
Long-term debt, current portion due to related parties		10,503,000
Total current liabilities	14,791,000	58,499,000	5,557,000
Long-term debt	6,448,000	7,286,000	25,544,000
Operating lease obligation, net of current portion	3,508,000
Long-term debt due to related parties			10,927,000
Other non-currentliabilities	320,000	1,685,000	1,698,000
Total liabilities	25,067,000	67,470,000	43,726,000
Commitments and Contingencies
Temporary equity
Temporary equity, value	1,342,498,000	108,829,000	108,829,000
Stockholders' Equity (Deficit):
Additional paid in capital		50,289,000	7,490,000
Accumulated deficit	(1,309,573,000)	(190,697,000)	(122,404,000)
Total stockholders' deficit	(1,309,573,000)	(140,408,000)	(114,914,000)
Total Liabilities and Stockholders' Equity	57,992,000	35,891,000	37,641,000
Series A Convertible Preferred Stock
Temporary equity
Temporary equity, value	472,304,000	15,922,000	15,922,000
Series B Convertible Preferred Stock
Temporary equity
Temporary equity, value	507,720,000	92,907,000	92,907,000
Series C Convertible Preferred Stock
Temporary equity
Temporary equity, value	362,474,000
Founders Convertible Preferred Stock
Stockholders' Equity (Deficit):
Preferred stock value
Common Class A
Stockholders' Equity (Deficit):
Common stock value	0	0	0
Class B Common Stock
Stockholders' Equity (Deficit):
Common stock value	0	0	$ 0
Holicity Inc.
Current assets:
Cash and cash equivalents	455,935	990,428
Prepaid expenses	211,550	209,654
Total current assets	667,485	1,200,082
Marketable securities held in trust account	300,012,660	300,046,957
Total assets	300,680,145	301,247,039
Current liabilities:
Accrued expenses	1,053,985	145,105
Franchise tax payable	50,124	116,667
Total current liabilities	1,104,109	261,772
Warrant liabilities	45,806,666	27,253,333
Deferred underwriting fee payable	10,500,000	10,500,000
Total liabilities	57,410,775	38,015,105
Commitments and Contingencies
Temporary equity
Temporary equity, value	238,269,360	258,231,930
Stockholders' Equity (Deficit):
Preferred stock value
Additional paid in capital	32,303,479	12,341,109
Accumulated deficit	(27,304,837)	(7,342,273)
Total stockholders' deficit	5,000,010	5,000,004
Total Liabilities and Stockholders' Equity	300,680,145	301,247,039
Holicity Inc. \| Common Class A
Stockholders' Equity (Deficit):
Common stock value	618	418
Total stockholders' deficit	618	418
Holicity Inc. \| Class B Common Stock
Stockholders' Equity (Deficit):
Common stock value	750	750
Total stockholders' deficit	$ 750	$ 750

Loss per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:


	Three Months Ended March 31,
	2021				2020
	Class A Common		Class B Common		Class A Common		Class B Common
Stock options		11,359,379		—		14,935,151		—
Convertible Preferred Stock		197,848,010		—		154,993,663		—
Warrants		722,586		—		722,586		—
RSAs		—		—		—		725,000

Total		209,929,975		—		170,651,400		725,000

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:


	Years Ended December 31,
	2020				2019
	Class A Common		Class B Common		Class A Common		Class B Common
Stock options		12,851,154		—		8,753,954		—
Convertible Preferred Stock		154,993,663		—		154,993,663		—
Warrants		722,586		—		722,586		—
RSAs		—		—		93,752		2,900,000

Total		168,567,403		—		164,563,955		2,900,000

Long-Term Debt (Tables)

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of Long-term Debt Instruments

The Company’s debt obligations consist of the following:


	As of
	March 31, 2021					December 31, 2020
*in thousands*	Principal			Unamortized Discount		Principal			Unamortized Discount
Term loan	$	2,500		$	—	$	2,800		$	—
Equipment advances		2,937			—		3,636			—
Paycheck Protection Program note		4,850			—		4,850			—
Convertible notes		—			—		59,835			12,200

Total debt		10,287					71,121
Less: debt discount		—					(12,200	)
Less: current portion		(3,839	)				(51,635	)

Total long-term debt book value, net	$	6,448				$	7,286

The Company’s debt obligations consist of the following:


	As of December 31,
	2020					2019
in thousands	Principal			Unamortized Discount		Principal			Unamortized Discount
Term loan	$	2,800		$	—	$	3,000		$	—
Equipment advances		3,636			—		5,036			—
Paycheck Protection Program note		4,850			—		—			—
Convertible notes		59,835			12,200		28,835			3,498

Total debt		71,121					36,871
Less: debt discount		(12,200	)				(3,498	)
Less: current portion		(51,635	)				(1,600	)

Total long-term debt book value, net	$	7,286				$	31,773

Schedule of Debt

The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows:


*in thousands*	Principal		Maturity Date
Term Loan	$	3,000		April 1, 2023
Equipment Advances — January 31, 2019 Issuance		2,410		January 1, 2022
Equipment Advances — April 29, 2019 Issuance		2,428		April 1, 2022
Equipment Advances — June 27, 2019 Issuance		2,162		June 1, 2022

Total	$	10,000

The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows:


in thousands	Principal		Maturity Date
Term Loan	$	3,000		April 1, 2023
Equipment Advances – January 31, 2019 Issuance		2,410		January 1, 2022
Equipment Advances – April 29, 2019 Issuance		2,428		April 1, 2022
Equipment Advances – June 27, 2019 Issuance		2,162		June 1, 2022

Total	$	10,000

Convertible Debt [Roll Forward]

The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the three months ended March 31, 2021 and 2020:


	Embedded Derivative in Convertible Notes
	March 31,
*in thousands*	2021		2020
Balance — beginning of period	$	—	$	4,698
Additions		—		3,261
Measurement adjustments		—		(293	)

Balance — end of period	$	—	$	7,666

The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the years ended December 31, 2020 and 2019:


	Embedded Derivative in Convertible Notes
in thousands	2020			2019
Balance — beginning of year	$	4,698		$	—
Additions		3,447			4,234
Measurement adjustments		(8,145	)		464

Balance — end of year	$	—		$	4,698

Schedule of Basis Valuation Techniques

The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivatives at each issuance:


*At Issuance*	June 2019 Convertible Notes			October 2019 Convertible Notes			Q4 2020 Convertible Notes
Preferred stock value	$	1.30		$	1.30		$	1.98 — 2.32
Risk free rates		1.8% — 2.0	%		0.9% — 1.8	%		0.1	%
Risk-adjusted discount rate		15.0	%		15.0	%		15.0	%
Additional discount factor		0.1% — 0.9	%		0.9% — 4.7	%		4.7	%
Preferred volatility		15.3	%		15.3	%		20	%

The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivative at each issuance:


At Issuance	June 2019 Convertible Notes		October 2019 Convertible Notes		Q4 2020 Convertible Notes
Preferred stock value	$	1.30	$	1.30	$	1.98 – 2.32
Risk free rates		1.8% – 2.0%		0.9% – 1.8%		0.1	%
Risk-adjusted discount rate		15.0%		15.0%		15.0	%
Additional discount factor		0.1% – 0.9%		0.9% – 4.7%		4.7	%
Preferred volatility		15.3%		15.3%		20	%

Schedule of Debt Conversions

The following table summarizes the calculation of the BCFs as of the issuance dates of these Q4 2020 Convertible Notes, which continued to be presented in additional paid in capital as of December 31, 2020:


							As of December 31, 2020
	Effective Conversion Price		Fair Value of Series B Preferred Stock		Number of Shares upon Conversion		BCF *in thousands*
October 29, 2020	$	1.33	$	2.32		1,125,281	$	1,113
November 12, 2020		1.33		2.32		4,456,114		4,407
November 16, 2020		1.33		2.32		871,378		862
November 19, 2020		1.33		2.32		2,504,466		2,476
December 01, 2020		1.33		2.32		120,030		119
December 11, 2020		1.33		2.32		750,188		742

Total							$	9,719

The following table summarizes the calculation of the BCF as of the issuance dates of the notes, which continues to be presented in additional paid in capital as of December 31, 2020:


							As of December 31, 2020
	Effective Conversion Price		Fair Value of Series B Preferred Stock		Number of Shares upon Conversion		*BCF* in thousands
October 29, 2020	$	1.33	$	2.32		1,125,281	$	1,113
November 12, 2020		1.33		2.32		4,456,114		4,407
November 16, 2020		1.33		2.32		871,378		862
November 19, 2020		1.33		2.32		2,504,466		2,476
December 01, 2020		1.33		2.32		120,030		119
December 11, 2020		1.33		2.32		750,188		742

Total							$	9,719

Schedule Of Convertible Debt

The issuances under the Convertible Notes are as follows:


	Maturity Date of June 10, 2021
*in thousands*	Principal		Interest Rate
June 10, 2019	$	12,950		2.37	%
June 12, 2019		500		2.37	%
June 13, 2019		400		2.37	%
July 19, 2019		235		2.13	%
July 25, 2019		750		2.13	%

Total	$	14,835


	Maturity Date of October 01, 2021
*in thousands*	Principal		Interest Rate
October 01, 2019	$	14,000		1.69	%
February 06, 2020		6,000		1.59	%
February 12, 2020		5,000		1.59	%
February 28, 2020		6,900		1.59	%
October 29, 2020		1,500		1.85	%
November 12, 2020		5,940		1.85	%
November 16, 2020		1,162		1.85	%
November 19, 2020		3,338		1.85	%
December 01. 2020		160		1.85	%
December 11, 2020		1,000		1.85	%

Total	$	45,000

The issuances under the Convertible Notes are as follows:


	Maturity Date of June 10, 2021
in thousands	Principal		Interest Rate
June 10, 2019	$	12,950		2.37	%
June 12, 2019		500		2.37	%
June 13, 2019		400		2.37	%
July 19, 2019		235		2.13	%
July 25, 2019		750		2.13	%

Total	$	14,835


	Maturity Date of October 01, 2021
in thousands	Principal		Interest Rate
October 01, 2019	$	14,000		1.69	%
February 06, 2020		6,000		1.59	%
February 12, 2020		5,000		1.59	%
February 28, 2020		6,900		1.59	%
October 29, 2020		1,500		1.85	%
November 12, 2020		5,940		1.85	%
November 16, 2020		1,162		1.85	%
November 19, 2020		3,338		1.85	%
December 01. 2020		160		1.85	%
December 11, 2020		1,000		1.85	%

Total	$	45,000

Schedule of Maturities of Long-term Debt

The scheduled principal maturities of the Company’s debt obligations as of March 31, 2021 are as follows:


*in thousands*	2021 (remaining nine months)		2022		2023		2024		Thereafter		Total
Term loan	$	900	$	1,200	$	400	$	—	$	—	$	2,500
Equipment advances		2,100		837		—		—		—		2,937
PPP note		—		4,850		—		—		—		4,850
Convertible notes		—		—		—		—		—		—

	$	3,000	$	6,887	$	400	$	—	$	—	$	10,287

The scheduled principal maturities of the Company’s debt obligations as of December 31, 2020 are as follows:


in thousands	2021		2022		2023		2024		Thereafter		Total
Term loan	$	1,200	$	1,200	$	400	$	—	$	—	$	2,800
Equipment advances		2,800		836		—		—		—		3,636
PPP note		—		4,850		—		—		—		4,850
Convertible notes		59,835		—		—		—		—		59,835

	$	63,835	$	6,886	$	400	$	—	$	—	$	71,121

Holicity Inc.

Schedule of Basis Valuation Techniques

The key inputs into the Monte Carlo simulation model for the warrants were as follows at March 31, 2021 and December 31, 2020:


Input	March 31, 2021			December 31, 2020
Risk-free interest rate		0.94	%		0.41	%
Expected term (years)		5			5
Expected volatility		29.00	%		29.00	%
Exercise price	$	11.50		$	11.50
Stock price	$	11.79		$	10.11

The key inputs into the Monte Carlo simulation model for the warrants were as follows at initial measurement and as of December 31, 2020:


Input	August 7, 2020 (Initial Measurement)			December 31, 2020
Risk-free interest rate		0.28	%		0.41	%
Expected term (years)		5			5
Expected volatility		28.00	%		29.00	%
Exercise price	$	11.50		$	11.50
Stock price	$	9.50		$	10.11

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 29, 2020
Income Taxes [Line Items]
Change in valuation allowance			$ 50,088,000	$ 50,088,000	$ 29,382,000
Provision for income taxes	$ 0	$ 0		0	0
Increase in valuation allowance				20,700,000
U.S. federal net operating loss			45,768,000	45,768,000	26,472,000
Unrecognized tax benefits, income tax penalties or interest accrued			0	0	0
Holicity Inc.
Income Taxes [Line Items]
U.S. federal net operating loss carryovers			69,740	69,740
Change in valuation allowance			137,577	137,577
Provision for income taxes	$ 0		0
U.S. federal net operating loss			14,645	14,645
Domestic Tax Authority [Member]
Income Taxes [Line Items]
U.S. federal net operating loss			164,600,000	164,600,000	94,400,000
U.S. federal net operating loss carryforwards, not subject to expiration			148,500,000	148,500,000	78,300,000
U.S. federal net operating loss carryforwards, subject to expiration			16,100,000	16,100,000	16,100,000
U.S. federal state net operating loss carryforwards			160,500,000	160,500,000	$ 95,200,000
Federal [Member]
Income Taxes [Line Items]
Research and development tax credit carryforwards			2,750,000	2,750,000
California [Member]
Income Taxes [Line Items]
Research and development tax credit carryforwards			$ 2,100,000	$ 2,100,000
Tax Year 2020, 2021, 2022 \| Maximum
Income Taxes [Line Items]
Business incentive tax credits to offset against taxes						$ 5,000,000
Tax Year 2020, 2021, 2022 \| Minimum
Income Taxes [Line Items]
Taxable income for suspension on use of net operating losses						$ 1,000,000

Fair Value Measurements - Schedule of fair value hierarchy (Detail) - Holicity Inc. - USD ($)

Mar. 31, 2021

Dec. 31, 2020

Jun. 01, 2020

^[1]

Liabilities:

Warrant liabilities

$ 45,806,666

$ 27,253,333

$ 21,313,333

Level 1 [Member]

Liabilities:

Warrant liabilities

28,900,000

Level 1 [Member] | U.S. Treasury Securities Money Market Fund [Member]

Assets:

Marketable securities held in Trust Account

300,012,660

300,046,957

Level 1 [Member] | U.S. Treasury Securities Money Market Fund [Member]

Assets:

Marketable securities held in Trust Account

300,046,957

Level 3 [Member]

Liabilities:

Warrant liabilities

$ 16,906,666

$ 27,253,333

[1]	Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019. The Condensed Consolidated Balance Sheets as of December 31, 2020, included herein, was derived from the audited financial statements of the Company as of that date.

The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of March 31, 2021, our results of operations, and stockholders’ deficit for the three month periods ended March 31, 2021 and 2020, and our cash flows for the three month periods ended March 31, 2021 and 2020. The results of the three month period ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any interim period or for any other future year.

For purposes of presentation the Company considers itself an emerging growth company (“EGC”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts for the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. In June 2020, the Company formed a subsidiary for operating purposes, and no activities occurred from inception of the subsidiary to March 31, 2021.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Going Concern, Liquidity, and Capital Resources

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through May 2022. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $1,309.6 million. As of March 31, 2021 and December 31, 2020, the Company had approximately $22.5 million and $10.6 million in cash and cash equivalents, respectively. On January 28, 2021, the Company issued Series C Convertible Preferred Shares for proceeds of $30.0 million cash. See Note 10 — Stockholders’ Equity. The Company expects to continue to incur significant operating losses for the foreseeable future. The Company has historically funded its operations primarily through the issuance of convertible debt and the sale of equity securities.

In order to proceed with the Company’s business plan, the Company will need to raise substantial additional funds through one or more of the following: issuance of additional debt, equity or both. Until such time, if ever, the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financings, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If the Company is unable to obtain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product development activities or future commercialization efforts. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all.

As a result, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that its condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products or services, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. Many of the Company’s customers worldwide were impacted by COVID-19 and temporarily closed their facilities which impacted the speed of research and development. Additionally, we implemented cost-cutting measures in response to the anticipated impact of the COVID-19 pandemic in early 2020, including employee layoffs and temporary furloughs, however, most of our furloughed employees have since returned to work. Further, the Company’s fund raising was negatively impacted in the first half of 2020 as a result of a number of factors surrounding the COVID-19 pandemic. As the global outbreak of COVID-19 continues to rapidly evolve, future impacts on the Company’s business depend on future developments, which remain highly uncertain and cannot be predicted with confidence. This includes factors such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. While the quarantine, social distancing and other regulatory measures instituted or recommended in response to COVID-19 are expected to be temporary, the duration of the business disruptions, and related financial impact on the Company, cannot be estimated at this time.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation, common stock, derivatives and warrants, useful lives of fixed assets, deferred tax assets, income tax uncertainties, and other contingencies.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company maintains cash and cash equivalent balances in bank accounts with one bank. All cash accounts are located in the United States and insured by the Federal Deposit Insurance Corporation (“FDIC”). Although balances may exceed amounts insured by the FDIC, the Company believes there is no exposure to any significant credit risks related to its cash or cash equivalents and has not experienced any losses in such accounts.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. All the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09, combined with all subsequent amendments, which is collectively Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers, provides guidance outlining a single five-step comprehensive revenue model in accounting for revenue from contracts with customers which supersedes all existing revenue recognition guidance, including industry-specific guidance. ASC 606 also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. The Company adopted the new accounting guidance and related amendments (collectively, the “new revenue accounting standard”) on January 1, 2020 using the modified retrospective method. As the Company did not have any revenue from contracts with any customers prior to the Company’s adoption date, there was no accounting impact upon adoption.

Under ASC 606, the Company will recognize revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Through its current and anticipated offerings, the Company expects to generate revenue by providing the following services:

Launch Services — To provide rapid, global, and affordable launch services to satellite operators and governments.

Spaceport Services — To offer turn-key spaceports with the capability to launch Astra rockets for key government customers. Spaceports will require minimal on-site infrastructure and will leverage Astra’s highly automated launch operations.

Satellite Services — To provide modular configurable satellite buses for customers, leveraging both in-house and partner-provided subsystem components and in-house design and integration services. Satellite Services range from operational support of satellites on orbit, to turnkey provision of entire constellations, offering “concept to constellation” in months instead of years.

As of March 31, 2021, the Company has only entered contracts for Launch Services. As of March 31, 2021, the Company has not completely achieved commercial viability of the technology required to perform spaceport services or satellite services. The Company’s contracts provide customers with termination for convenience clauses, which may or may not include termination penalties. In some contracts, the size of the contractual termination penalty increases closer to the scheduled launch date. At each balance sheet date, the Company evaluates each contract’s termination provisions and the impact on the accounting contract term, i.e., the period in which the Company has enforceable rights and obligations. This includes evaluating whether there are termination penalties and if so, whether they are considered substantive. The Company applies judgment in determining whether the termination penalties are substantive. As of March 31, 2021, all contracts include termination provisions that do not include substantive termination provisions. No revenue has been recognized for the three months ended March 31, 2021 and 2020.

Revenue for Launch Services is expected to be recognized at a point in time when the Company has delivered the promised services to customers. Although the Company’s contracts are anticipated to last anywhere from 6 to 24 months, depending on the number of launch services and launch dates, the delivery of services leading up to the launch within the contracts is short-term in nature, generally between 30 to 60 days. The timing of revenue recognition may differ from contract billing or payment schedules, resulting in revenues that have been earned but not billed (“unbilled revenue”) or amounts that have been collected, but not earned (“contract liabilities”).

Typical Contractual Arrangements

The Company expects to provide its services based upon a combination of a Statement of Work (SOW) and an executed contract detailing the General Terms & Conditions. Services are expected to be provided based on a fixed price per launch service identified in the contract.

Performance Obligations and Transaction Price

At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. A contract generally requires the Company to provide an integrated service for each launch, which includes launch vehicle analysis and design, development and production, payload integration, launch preparation and launch support execution. The intention of contract is to provide a full-service launch to the customer rather than providing separate deliverables of each of the services outlined above, and these services are interdependent and interrelated. The Company believes that each dedicated launch will represent one single performance obligation.

The transaction price is defined as the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, which is a fixed price stated in the contract.

When a contract involves multiple launches, the Company will account for each launch as a separate performance obligation, because the customer can benefit from each launch on its own or with other readily available resources and the launch is separately identifiable. The transaction price will be allocated to each performance obligation on an estimated relative standalone selling price basis. The Company’s process to estimate standalone selling prices will involve management’s judgment and will consider multiple factors such as prices charged for similar goods and services and the Company’s ongoing pricing strategy and policies.

Recognition of Revenue

The work performed by the Company in fulfilling the launch performance obligation is not expected to create an asset to the customer since the launch vehicle that is built to deliver the customer’s payload into orbit will not be owned by the customer. As the launch vehicle can have an alternative use by the Company for another customer, the Company expects to recognize revenue upon completion of the performance obligation, which is the launch of the customer’s payload into orbit.

Since the Company’s partially successful test launch of Rocket 3.2 in December 2020, the Company expects to begin recognizing revenue in 2021 on contracts with customers when it satisfies its performance obligation of delivering customer payloads into orbit via its Launch Services. Contracts related to research and development activities are recognized as other income. See Other Income, net.

Other Policies, Judgments and Practical Expedients

Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represent rights to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. The Company had no contract assets or contract liabilities as of March 31, 2021 and December 31, 2020. Payment terms are expected to vary by customer and type of revenue contract.

Remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed when they are able to terminate without payment of a substantive penalty under the contract. Many of the Company’s contracts allow the customer to terminate the contract prior to launch without a substantive penalty, and therefore the enforceable contract is for a period less than the stated contractual term. Further, the Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As a result of the termination for convenience provisions, as of March 31, 2021, there is no transaction price allocated to remaining performance obligations required to be disclosed.

Costs to obtain a contract. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer. These costs will be ascribed to or allocated to the underlying performance obligations in the contract and amortized consistent with the recognition timing of the revenue for the underlying performance obligations. During the three months ended March 31, 2021 and 2020, the Company did not recognize any expenses related to contract costs. The Company had no assets related to costs to obtain contracts as of March 31, 2021 and December 31, 2020.

For contract costs related to performance obligations with an amortization period of one year or less, the Company applies the practical expedient to expense these sales commissions when incurred. These costs are recognized as incurred within sales and marketing expenses on the accompanying Condensed Consolidated Statements of Operations.

Significant financing component. In certain arrangements, the Company may receive payment from a customer either before or after the performance obligation has been satisfied. Depending on the expected timing difference between the payment and satisfaction of performance obligations, the Company will assess whether a significant financing component exists.

For the three months ended March 31, 2021 and 2020, the Company has not recognized any revenues with respect to the Company’s core business operations of delivering payloads into low-earth orbit. Contracts with governmental entities involving research and development milestone activities do not represent contracts with customers under ASC 606 and as such, amounts received are recorded in other (expense) income, net in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020.

Other Income, net

Other income, net consists of changes in fair value of mark to market derivative liabilities of convertible notes. The Company recognizes all derivative instruments in the Condensed Consolidated Balance Sheets at their respective fair value at each reporting date, with measurement adjustments recorded in other income, net within the Company’s Condensed Consolidated Statement of Operations. No gain or loss related to measurement adjustments of mark to market derivatives was recognized for the three months ended March 31, 2021. The Company recorded a gain of $0.3 million related to measurement adjustments of mark to market derivatives for the three months ended March 31, 2020.

Loss on Extinguishment of Convertible Notes

The Company recognized a total loss on extinguishment of convertible notes of $133.8 million for the three months ended March 31, 2021. On January 28, 2021, the Company settled all convertible notes outstanding as of December 31, 2020 through the Series C financing. Given that certain convertible notes were settled based on negotiated terms between the Company and the note holders, the Company concluded that such settlement should be treated as a privately negotiated debt settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company recognized the loss on extinguishment of convertible notes, which represents the difference between the net carrying amount of the convertible notes at the time of extinguishment and the fair value of Series C convertible preferred stock issued to settle these convertible notes. See Note 6 — Long-Term Debt.

Research and Development

The Company incurs various direct costs in relation to the research and development of launch vehicles along with costs to build the facility to test such vehicles. Research and development costs consist primarily of production supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs are expensed as incurred. For the three months ended March 31, 2021 and 2020, the Company expensed research and development costs of $12.2 million and $8.3 million, respectively.

Inventories

Inventories consist of raw materials expected to be used for customer specific contracts. Inventories are stated at the lower of cost or net realizable value determined by the first-in first-out method. The Company assesses inventories quarterly for events or changes in circumstances indicating that the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes and records write-downs of inventories to cost of sales in the period for which they occur.

Trademark

As of March 31, 2021, Trademark consists of an indefinite-lived intangible trademark asset of $3.2 million, which represents the fair value of a trademark acquired during the three months ended March 31, 2021. The Company performs an annual impairment assessment to determine if there are any impairment indicators.

Prepaid and Other Current Assets

As of March 31, 2021, prepaid and other current assets primarily consist of deferred transaction costs of $3.1 million and deposits on launch-related costs of $1.0 million for launches that will occur within twelve months.

Deferred Transaction Costs

The Company capitalized qualified legal, accounting and other direct costs related to its reverse recapitalization transaction with Holicity, Inc. (“Holicity”), the details of which are discussed in an initial S-4 filed with the SEC on May 3, 2021. Deferred transaction costs are included in prepaid and other current assets on the Condensed Consolidated Balance Sheets and will be deferred until the completion of the merger with Holicity, at which time they will be deducted from the combined entity’s additional paid-in capital. If the Company terminates its planned merger or there is a significant delay in consummating the proposed merger, all of the deferred transaction costs will be immediately written off to operating expenses.

Leases

On January 1, 2021, the Company adopted ASU 2016-02, Leases (Topic 842). Under the adoption of new lease accounting standard, the Company elected practical expedients that allow entities to not reassess 1) initial direct costs, 2) lease classification for existing or expired leases and 3) lease definition for existing or expired contracts as of the effective date of January 1, 2021.

Upon adoption of Topic 842, the Company determines whether a contract is or contains a lease at contract inception by evaluating whether substitution rights exist and whether the Company obtains substantially all of the benefits and directs the use of the identified asset. When the Company determined a lease exists, the Company records a right-of-use asset (“ROU asset”) and corresponding lease liability in the Condensed Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized at the commencement date of the lease at the value of the lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Lease liabilities are recognized at the commencement date of the lease based on the present value of remaining lease payments over the lease term. As the discount rate implicit in the lease is not readily determinable in most leases, the Company uses its incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company does not record lease contracts with a lease term of 12 months or less on its Condensed Consolidated Balance Sheets. Fixed lease costs associated with these short-term contracts are expensed on a straight-line basis over the lease term.

The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense on the ROU asset and interest expense on the lease liability over the lease term.

The Company has lease agreements with non-lease components that relate to the lease components. The Company accounts for each lease component and any non-lease components associated with that lease component as a single lease component for all underlying asset classes. Accordingly, all costs associated with a contract that is or contains a lease are accounted for as lease costs.

Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. These variable lease costs are recognized as incurred over the lease term.

The Company does not include significant restrictions or covenants in lease agreements, and residual value guarantees are generally not included within the Company’s leases. See Note 8 — Leases.

Fair Value Measurements

The carrying amounts of prepaid expenses, accounts payable, accrued liabilities and other current liabilities approximate fair value because of their short-term maturities. The carrying amounts of the 2018 Term Loans and 2018 Equipment Advances (as defined in Note 6 — Long-Term Debt) approximate fair value as the interest rate varies with the Prime Rate.

According to ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows:

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the assets or liabilities that meet the criteria for this election.

Derivative Instruments

The Company recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s condensed consolidated financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income, net in the Condensed Consolidated Statements of Operations.

The classification of derivative instruments, including whether such instruments should be recorded as assets/liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument assets and liabilities are classified in the Condensed Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the Condensed Consolidated Balance Sheets dates. When a derivative instrument is sold, terminated, exercised or expires, the gain or loss is recorded in the Consolidated Statements of Operations.

The Company did not have a derivative liability related to the share settlement obligation of the Company’s convertible notes as of March 31, 2021 and December 31, 2020, respectively. See Note 6 — Long-Term Debt.

Stock-Based Compensation

The Company recognizes compensation expense for all stock-based payment awards made to employees, directors and nonemployees based on the estimated grant date fair value of the awards in accordance with ASC 718, Compensation — Stock Compensation. The Company estimates grant date fair value of options using an option-pricing valuation model and accounts for forfeitures as they occur. The fair value of restricted stock awards is based on the fair value of the underlying shares on the date of grant, and is expensed over the requisite service period. The fair value of all stock-based compensation is recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based restricted stock awards. See Note 11 — Stock-Based Compensation.

Convertible Preferred Stock

Series A, B and C Convertible Preferred Stock are classified in temporary equity as they contain terms that could force the Company to redeem them for cash at the option of the holder or the occurrence of other events not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying value. In the absence of retained earnings, these charges were recorded against additional paid-in-capital, if any, and then to accumulated deficit. No adjustments have been recorded as of December 31, 2020 as the Series A and B Convertible Preferred Stock were not considered probable of becoming redeemable. A total adjustment of $1,011.7 million has been recorded to bring the carrying amount of the Convertible Preferred Stock to their redemption value with a corresponding deemed dividend charge against additional paid-in capital and accumulated deficit as of March 31, 2021 since the Series A, B, and C Convertible Preferred Stock are considered probable of redemption. See Note 10 — Stockholders’ Equity for further discussion.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are recognized when events or circumstances have occurred, and amounts are probable and estimable. The Company’s accrued expenses and other current liabilities balances relate primarily to payments on corporate credit cards used for routine operational and travel related expenses, accrued payroll and other employee related liabilities, and accrued interest related to debt. The Company also recognizes legal accruals in accrued expenses and other current liabilities for material litigation when payments are probable and estimable. The amount recorded in accrued expenses and other current liabilities for these items was $6.5 million and $4.4 million as of March 31, 2021 and December 31, 2020, respectively. The remaining balance relates to accruals that are recurring in nature to the Company’s operations.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated 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 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 included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 7 — Income Taxes.

Earnings (Loss) per Share

Net loss per share is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers convertible preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to common stock, the holders of the Convertible Preferred Stock have a right to preferential dividends. Thus, losses are allocated to common stock and convertible preferred stock on a pro-rata, as converted basis following distribution of the preferential dividends to convertible preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is not applied to convertible preferred stock in the diluted earnings (loss) per share calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted earnings (loss) per share excludes all dilutive potential shares if their effect is anti-dilutive. See Note 12 — Loss per Share.

Commitments and Contingencies

The Company accrues for claims and litigation when they are both probable and the amount can be reasonably estimated. Where timing and amounts cannot be reasonably determined, a range is estimated, and the lower end of the range is recorded. Legal costs incurred in the connection with loss contingencies are expensed as incurred. See Note 9 — Commitments and Contingencies.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). For purposes of presentation the Company considers itself an emerging growth company (“EGC”).

Principles of Consolidation

The consolidated financial statements include the accounts for the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. In June 2020, the Company formed a subsidiary for operating purposes, and no activities occurred from inception of the subsidiary to December 31, 2020.

Emerging Growth Company

This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Going Concern, Liquidity, and Capital Resources

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through April 2022. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $190.7 million. As of December 31, 2020 and 2019, the Company had approximately $10.6 million and $10.5 million in cash and cash equivalents, respectively. On January 28, 2021, the Company issued Series C Convertible Preferred Shares for proceeds of $30.0 million cash. See Note 13 — Subsequent Events. The Company expects to continue to incur significant operating losses for the foreseeable future. The Company has historically funded its operations primarily through the issuance of convertible debt and the sale of equity securities.

As a result, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that its consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

Risks and Uncertainties

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation, common stock, derivatives and warrants, useful lives of fixed assets, deferred tax assets, income tax uncertainties, and other contingencies.

Concentration of Credit Risk

Segment Reporting

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Revenue Recognition

Launch Services — To provide rapid, global, and affordable launch services to satellite operators and governments.

As of December 31, 2020, the Company has only entered contracts for Launch Services. As of December 31, 2020, the Company has not completely achieved commercial viability of the technology required to perform spaceport services or satellite services. The Company’s contracts provide customers with termination for convenience clauses, which may or may not include termination penalties. In some contracts, the size of the contractual termination penalty increases closer to the scheduled launch date. At each balance sheet date, the Company evaluates each contract’s termination provisions and the impact on the accounting contract term, i.e., the period in which the Company has enforceable rights and obligations. This includes evaluating whether there are termination penalties and if so, whether they are considered substantive. The Company applies judgment in determining whether the termination penalties are substantive. As of December 31, 2020, all contracts include termination provisions that do not include substantive termination provisions. No revenue has been recognized for the years ended December 31, 2020 and 2019.

Typical Contractual Arrangements

Performance Obligations and Transaction Price

Recognition of Revenue

Other Policies, Judgments and Practical Expedients

Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represent rights to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. The Company had no contract assets or contract liabilities as of December 31, 2020 and 2019. Payment terms are expected to vary by customer and type of revenue contract.

Remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed when they are able to terminate without payment of a substantive penalty under the contract. Many of the Company’s contracts allow the customer to terminate the contract prior to launch without a substantive penalty, and therefore the enforceable contract is for a period less than the stated contractual term. Further, the Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As a result of the termination for convenience provisions, as of December 31, 2020, there is no transaction price allocated to remaining performance obligations required to be disclosed.

Costs to Obtain a Contract. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer. These costs will be ascribed to or allocated to the underlying performance obligations in the contract and amortized consistent with the recognition timing of the revenue for the underlying performance obligations. During the years ended December 31, 2020 and 2019, the Company did not recognize any expenses related to contract costs. The Company had no assets related to costs to obtain contracts as of December 31, 2020 and 2019.

For contract costs related to performance obligations with an amortization period of one year or less, the Company applies the practical expedient to expense these sales commissions when incurred. These costs are recognized as incurred within sales, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income.

For the years ended December 31, 2020 and 2019, the Company has not recognized any revenues with respect to the Company’s core business operations of delivering payloads into low-earth orbit. Contracts with governmental entities involving research and development milestone activities do not represent contracts with customers under ASC 606 and as such, amounts received are recorded in other income, net in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019.

Other Income

Other income consists of funding received from governmental entities and are not recognized until the milestone is achieved and it is probable that payment will be received and change in fair value of mark to market derivative liabilities. The Company’s other income balance is associated with the following types of transactions for the years ended December 31, 2020 and 2019.

Government Contracts

The Company routinely enters into contracts with governmental entities involved in the space and defense industries. The contracts require the Company to complete required milestone tasks in order to receive milestone payments. If the Company fails to achieve required commitments, the Company will not be entitled to milestone payments. These contracts are entered into for research and development purposes. Other income is recognized in other income, net within the Company’s Consolidated Statements of Operations when the required commitments have been met and it is probable that payment will be received. Other income from government contracts recognized in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 amounted to $2.7 million and $0.3 million, respectively.

Mark to market Derivatives

The Company recognizes all derivative instruments in the Consolidated Balance Sheet at their respective fair value at each reporting date, with measurement adjustments recorded in other income, net within the Company’s Consolidated Statement of Operations. As of December 31, 2020 and 2019, the Company recorded a gain of $8.1 million and a loss of $0.5 million, respectively, related to measurement adjustments of mark to market derivatives.

DARPA Launch Challenge

The Defense Advanced Research Projects Agency (“DARPA”) is a research and development agency of the United States Department of Defense responsible for the development of emerging technologies for use by the military. In 2018, DARPA created the DARPA Launch Challenge (“DLC”) with a goal to demonstrate responsive and flexible space launch capabilities from the burgeoning industry of small launch providers.

The Company participated in the DLC and received a $0.4 million cash award, which is recorded in other income, net within the Company’s Statement of Operations for the year ended December 31, 2019. No awards were received and recognized for the year ended December 31, 2020.

Research and Development

The Company incurs various direct costs in relation to the research and development of launch vehicles along with costs to build the facility to test such vehicles. Research and development costs consist primarily of production supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs are expensed as incurred. For the years ended December 31, 2020 and 2019, the Company expensed research and development costs of $27.5 million and $40.1 million, respectively.

Inventories

Property, Plant and Equipment

Property, plant and equipment is measured at cost less any impairment losses and represents those assets with estimated useful lives exceeding one year. Repairs and maintenance are expensed as incurred. Costs for research and development equipment include amounts related to design, construction, launch and commissioning. Costs for production equipment include amounts related to construction and testing. Interest expense is capitalized on certain qualifying assets that take a substantial period of time to prepare for their intended use. Capitalized interest is not material for the years ended December 31, 2020 and 2019.

When the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item and the components have different useful lives, they are accounted for and depreciated separately.

Depreciation expense is recognized in income on a straight-line basis over the estimated useful life of the related asset to its residual value.

The estimated useful lives are as follows:


*Asset Class*		*Estimated useful life*
Leasehold improvements		Lesser of lease term or useful life, approximately 10 years
Kodiak Spaceport		Approximately 5 years
Research and development equipment		5 years
Production equipment		10 years
Furniture and fixtures		5 years
Computer and software		3 years

The Company evaluates impairment of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For each asset or group of assets held for use with indicators of impairment, the Company compares the sum of the expected future cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected undiscounted cash flows, the excess of the net book value over estimated fair value is charged to impairment loss. The Company has not recorded any impairments on its property, plant and equipment as of December 31, 2020 and 2019. See Note 5 — Property, Plant, and Equipment, Net.

Leases

The Company leases offices and other facilities under long-term, operating leases and accounts for its leases under ASC 840, Leases. Some leases include options to terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Certain lease agreements have rent escalation provisions over the lives of the leases. The Company recognizes rent expense on a straight-line basis over the term of the lease. Certain lease agreements include payments for certain variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in general and administrative expenses. The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants.

Fair Value Measurements

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Derivative Instruments

The Company recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s consolidated financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income, net in the Consolidated Statements of Operations.

The classification of derivative instruments, including whether such instruments should be recorded as assets/liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument assets and liabilities are classified in the Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the Consolidated Balance Sheet dates. When a derivative instrument is sold, terminated, exercised or expires, the gain or loss is recorded in the Consolidated Statements of Operations.

The Company recorded zero and $4.7 million derivative liability related to the share settlement obligation of the Company’s convertible notes, which is recorded in long-term debt as of December 31, 2020, and 2019, respectively. See Note 6 — Long-Term Debt.

Warrants

The Company accounts for warrants associated with its term loans and equipment advances as equity instruments since the warrants are indexed to the Company’s common shares and meet the criteria for classification in stockholders’ equity. The Company concluded that the fair value of the warrants issued at inception is de minimis, therefore, the Company did not record these warrants within the consolidated financial statements. The Company has an obligation to issue in aggregate of 722,586 shares of Class A common stock to its lender under the warrant agreement. See Note 6 — Long Term Debt.

Interest Income and Interest Expense

Interest income consists of income earned on cash equivalents amounting to $0.1 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively.

Interest expense consists of contractual interest expense on the Company’s term loans, equipment advances and convertible notes, as well as accretion of the debt discount associated with the Company’s convertible notes. Contractual interest is accrued on a monthly basis in accordance with the contractual terms of the related agreements. Interest expense due to the accretion of the debt discount is calculated on a monthly basis using the effective interest rate method. See Note 6 — Long Term Debt.

Stock-Based Compensation

Convertible Preferred Stock

Series A and B Convertible Preferred Stock are classified in temporary equity as they contain terms that could force the Company to redeem them for cash at the option of the holder or the occurrence of other events not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying value. No adjustments have been recorded as of December 31, 2020 and 2019.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are recognized when events or circumstances have occurred, and amounts are probable and estimable. The Company’s accrued expenses and other current liabilities balances relate primarily to payments on corporate credit cards used for routine operational and travel related expenses, accrued payroll and other employee related liabilities, and accrued interest related to debt. The Company also recognizes legal accruals in accrued expenses and other current liabilities for material litigation when payments are probable and estimable. The amount recorded in accrued expenses and other liabilities for these items was $4.4 million and $0.6 million as of December 31, 2020 and 2019, respectively. The remaining balance relates to accruals that are recurring in nature to the Company’s operations.

Deposits

Deposits are recognized upon payment, when it is determined that the amounts will be recoverable in the future. The Company’s deposits primarily relate to security deposits on its operating leases with the City of Alameda, California. As the Company’s deposits relate to long-term operating leases, all deposits are classified as long-term and are recorded in other non-current assets in the Consolidated Balance Sheets as of December 31, 2020 and 2019.

Income Taxes

Earnings (Loss) per Share

Founders Convertible Preferred Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and unvested Restricted Stock Awards (“RSAs”) are participating securities in periods of income, as the Founders Convertible Preferred Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted or as-vested basis. However, the Founders Convertible Preferred Stock, Series A and Series B Convertible Preferred Stock, and unvested RSAs do not share in losses. The Company computes earnings per share of common stock using the two-class method required for participating securities, however, the two-class method is not applied in periods of net loss. Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential common stock outstanding would have been anti-dilutive. See Note 11 — Loss per Share.

Commitments and Contingencies

CONDENSED CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND STOCKHOLDERS' DEFICIT - USD ($)

Total

Holicity Inc.

Convertible Preferred Stock

Common Class A

Holicity Inc.

Class B Common Stock

Holicity Inc.

Additional Paid-in Capital

Holicity Inc.

Accumulated deficit

Holicity Inc.

Common Stock

Founders Convertible Preferred Stock

Additional Paid-in Capital

Holicity Inc.

Accumulated deficit

Holicity Inc.

Cumulative effect adjustment due to adoption of ASU 2020-06

Additional Paid-in Capital

Cumulative effect adjustment due to adoption of ASU 2020-06

Accumulated deficit

Balance at Dec. 31, 2018

$ (62,583,000)

$ 6,642,000

$ (69,225,000)

Temporary equity, balance at Dec. 31, 2018

$ 108,829,000

Balance (in shares) at Dec. 31, 2018

61,284,797

18,500,000

Temporary equity, balance (in shares) at Dec. 31, 2018

136,493,663

Stock-based compensation

814,000

Stock-based compensation (in shares)

18,491,667

Exercise of options

$ 34,000

34,000

Exercise of options (in shares)

518,436

Temporary equity, balance at Dec. 31, 2019

$ 108,829,000

Temporary equity, balance (in shares) at Dec. 31, 2019

136,493,663

Net loss

(53,179,000)

$ (5,989,000)

$ (47,910,000)

(53,179,000)

Balance at Dec. 31, 2019

(114,914,000)

7,490,000

(122,404,000)

Balance (in shares) at Dec. 31, 2019

80,294,900

18,500,000

Stock-based compensation

372,000

Stock-based compensation (in shares)

2,268,752

Exercise of options

19,000

Exercise of options (in shares)

261,247

Temporary equity, balance at Mar. 31, 2020

$ 108,829,000

Temporary equity, balance (in shares) at Mar. 31, 2020

136,493,663

Net loss

(11,981,000)

(1,389,000)

$ (10,592,000)

(11,981,000)

Balance at Mar. 31, 2020

(126,504,000)

7,881,000

(134,385,000)

Balance (in shares) at Mar. 31, 2020

82,824,899

18,500,000

Balance at Dec. 31, 2019

(114,914,000)

7,490,000

(122,404,000)

Temporary equity, balance at Dec. 31, 2019

108,829,000

$ 108,829,000

Balance (in shares) at Dec. 31, 2019

80,294,900

18,500,000

Temporary equity, balance (in shares) at Dec. 31, 2019

136,493,663

Stock-based compensation

32,202,000

Stock-based compensation (in shares)

9,993,752

Exercise of options

$ 878,000

878,000

Exercise of options (in shares)

4,389,931

Debt discount related to beneficial conversion feature of convertible notes

$ 9,239,000

9,239,000

Debt discount related to beneficial conversion feature of convertible notes attributable to related parties

480,000

Conversion of convertible founders preferred to Series C convertible preferred stock (in shares)

(2,900,000)

Temporary equity, balance at Dec. 31, 2020

$ 108,829,000

$ 258,231,930

$ 108,829,000

Temporary equity, balance (in shares) at Dec. 31, 2020

136,493,663

25,823,193

Net loss

$ (68,293,000)

(8,120,000)

$ (60,173,000)

(68,293,000)

Balance at Dec. 31, 2020

(140,408,000)

5,000,004

$ 418

$ 750

$ 12,341,109

$ (7,342,273)

50,289,000

$ 12,341,109

(190,697,000)

$ (7,342,273)

$ (9,028,000)

$ (9,719,000)

$ 691,000

Balance (in shares) at Dec. 31, 2020

4,176,807

7,500,000

94,678,583

18,500,000

Balance at Jun. 01, 2020

Issuance of Class B common stock to Pendrell

25,000

$ 791

24,209

Issuance of Class B common stock to Pendrell (in Shares)

7,906,250

Forfeiture of Class B common stock

^[1]

$ (41)

Forfeiture of Class B common stock (in Shares)

^[1]

(406,250)

Sale of 30,000,000 Units, net of underwriting discount, offering expenses and fair value of warrants

270,549,207

$ 3,000

270,546,207

Sale of 30,000,000 Units, net of underwriting discount and offering expenses (in Shares)

30,000,000

Common stock subject to possible redemption

258,231,930

$ 2,582

258,229,348

Common stock subject to possible redemption (in Shares)

25,823,193

Temporary equity, balance at Dec. 31, 2020

$ 108,829,000

258,231,930

$ 108,829,000

Temporary equity, balance (in shares) at Dec. 31, 2020

136,493,663

25,823,193

Net loss

(7,342,273)

Balance at Dec. 31, 2020

$ (140,408,000)

5,000,004

$ 418

$ 750

12,341,109

(7,342,273)

50,289,000

$ 12,341,109

(190,697,000)

$ (7,342,273)

$ (9,028,000)

$ (9,719,000)

$ 691,000

Balance (in shares) at Dec. 31, 2020

4,176,807

7,500,000

94,678,583

18,500,000

Stock-based compensation

2,177,000

Exercise of options

$ 228,000

228,000

Exercise of options (in shares)

750,085

Issuance of Class B common stock to Pendrell

$ 200,000,000

Issuance of Class B common stock to Pendrell (in Shares)

20,000,000

Conversion of convertible founders preferred to Series C convertible preferred stock

$ 8,156,000

8,156,000

Conversion of convertible founders preferred to Series C convertible preferred stock (in shares)

(1,000,000)

(7,629,438)

Increase in redemption value of convertible preferred stock

(1,011,726,000)

$ (1,100,000,000)

$ (51,131,000)

(960,595,000)

Common stock subject to possible redemption

19,962,570

$ 221,943,000

$ 200

19,962,370

Common stock subject to possible redemption (in Shares)

42,854,347

1,996,257

Conversion of convertible founders preferred to Series C convertible preferred stock

$ 0

Conversion of convertible founders preferred to Series C convertible preferred stock (in shares)

7,629,438

Increase in redemption value of convertible preferred stock

(1,011,726,000)

$ 1,011,726,000

Temporary equity, balance at Mar. 31, 2021

$ 1,342,498,000

238,269,360

$ 1,342,498,000

Temporary equity, balance (in shares) at Mar. 31, 2021

186,977,448

23,826,936

Net loss

$ (158,972,000)

(19,962,564)

$ (40,862,000)

$ (118,110,000)

(19,962,564)

(158,972,000)

Balance at Mar. 31, 2021

$ (1,309,573,000)

$ 5,000,010

$ 618

$ 750

$ 32,303,479

$ (27,304,837)

$ (1,309,573,000)

Balance (in shares) at Mar. 31, 2021

6,173,064

7,500,000

95,428,668

10,870,562

[1]	Shares forfeited as a result of the partial exercise of the underwriters' Over-Allotment Option so that the Founder Shares represent 20.0% of the Company's issued and outstanding shares. The shares forfeited have been cancelled by the Company (see Note 4).

Summary of Significant Accounting Policies (Detail) - Holicity Inc. - USD ($)	3 Months Ended	7 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Amount of offering cost		$ 16,900,000
Income tax rate	0.00%	0.00%
Initial public offering and private placement shares (in Shares)	15,333,333	15,333,333
Interest earned on marketable securities held in Trust Account	$ 14,038	$ 46,957
Income taxes	14,000
Federal depository insurance coverage limit		250,000
Cash	500,000	1,000,000
Working capital deficit	400,000
Sponsor payment	$ 25,000
Warrant Liabilities [Member]
Summary Of Significant Accounting Policies [Line Items]
Amount of offering cost		700,000
Over Allotments [Member]
Summary Of Significant Accounting Policies [Line Items]
Amount of offering cost		$ 16,200,000
Common Class A
Summary Of Significant Accounting Policies [Line Items]
Subject to possible redemption, share (in Shares)	23,826,936	25,823,193
Income taxes		$ 47,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Temporary equity, shares outstanding	186,977,448	136,493,663
Holicity Inc.
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series A Convertible Preferred Stock
Convertible preferred stock par value	$ 0.000001	$ 0.000001	$ 0.000001
Convertible Preferred stock, shares authorized	66,191,660	66,191,660	66,191,660
Convertible Preferred stock, shares issued	65,780,540	65,780,540	65,780,540
Temporary equity, shares outstanding	65,780,540	65,780,540	65,780,540
Series B Convertible Preferred Stock
Convertible preferred stock par value	$ 0.000001	$ 0.000001	$ 0.000001
Convertible Preferred stock, shares authorized	71,288,515	71,288,515	71,288,515
Convertible Preferred stock, shares issued	70,713,123	70,713,123	70,713,123
Temporary equity, shares outstanding	70,713,123	70,713,123	70,713,123
Series C Convertible Preferred Stock
Convertible preferred stock par value	$ 0.000001	$ 0.000001
Convertible Preferred stock, shares authorized	50,490,000	50,490,000
Convertible Preferred stock, shares issued	50,483,785	50,483,785
Temporary equity, shares outstanding	50,483,785	50,483,785
Founders Convertible Preferred Stock
Preferred stock par value	$ 0.000001	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	18,500,000	18,500,000	18,500,000
Preferred stock, shares issued	10,870,562	18,500,000	18,500,000
Preferred stock, shares outstanding	10,870,562	18,500,000	18,500,000
Common Class A
Common stock par value	$ 0.000001	$ 0.000001	$ 0.000001
Common stock, shares authorized	322,000,000	265,000,000	265,000,000
Common stock, shares issued	25,328,668	23,578,583	9,194,900
Common stock, shares outstanding	25,328,668	23,578,583	9,194,900
Common Class A \| Holicity Inc.
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	6,173,064	4,176,807
Common stock, shares outstanding	6,173,064	4,176,807
Temporary equity, shares outstanding	23,826,936	25,823,193
Subject to possible redemption, per share redemption value	$ 10.00	$ 10.00
Class B Common Stock
Common stock par value	$ 0.000001	$ 0.000001	$ 0.000001
Common stock, shares authorized	92,500,000	92,500,000	92,500,000
Common stock, shares issued	70,100,000	71,100,000	71,100,000
Common stock, shares outstanding	70,100,000	71,100,000	71,100,000
Class B Common Stock \| Holicity Inc.
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,500,000	7,500,000
Common stock, shares outstanding	7,500,000	7,500,000

Cover	3 Months Ended
Cover	Mar. 31, 2021
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	false
Entity Registrant Name	ASTRA SPACE, INC.
Entity Central Index Key	0001814329
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Income Taxes - Schedule of net deferred tax asset (Detail) - USD ($)	7 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Deferred tax asset
Net operating losses	$ 45,768,000	$ 26,472,000
Total deferred tax asset	787,000	$ 548,000
Holicity Inc.
Deferred tax asset
Organizational costs/Startup expenses	122,932
Net operating losses	14,645
Total deferred tax asset	137,577
Valuation allowance	(137,577)
Deferred tax asset, net of allowance	$ 0

Related Party Transactions	3 Months Ended	7 Months Ended	12 Months Ended
Related Party Transactions	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
Related Party Transactions	Note 13 — Related Party Transactions In June 2019, the Company issued promissory convertible notes to A/NPC Holdings LLC and Sherpa Venture Fund II LP for gross proceeds of $10.0 million and $0.6 million, respectively. In November 2020, the Company issued promissory convertible notes to Sherpa Ventures Fund II, LP and Eagle Creek Capital LLC for gross proceeds of $0.2 million and $0.5 million, respectively. Some of the Company’s board members are related parties of these entities. Nomi Bergman is a principal of A/NPC Holdings LLC and Scott Stanford is a principal of Sherpa Ventures Fund II, LP and a member of Eagle Creek Capital LLC. In all instances the terms of these transactions were the same as third-party investors. On January 28, 2021, the Company settled promissory convertible notes through the issuance of Series C convertible preferred stock. 7,819,887 and 469,193 shares of Series C convertible preferred stock were issued to A/NPC Holdings LLC and Sherpa Venture Fund II LP at a per share price of $1.33 to settle $10.4 million and $0.6 million outstanding principal and accrued interest, respectively. Additionally, 264,928 and 115,771 shares of Series C convertible preferred stock were issued to Eagle Creek Capital LLC and Sherpa Venture Fund II LP at a per share price of $1.71 to settle $0.5 million and $0.2 million outstanding principal and accrued interest, respectively. See Note 6 — Long-Term Debt for mechanism of settlement. Chris Kemp, Founder and CEO, has served as an advisor to Planet Labs, a leading provider of global, daily satellite imagery and insights, since January 2013. Planet Labs is also a customer of the Company. As of March 31, 2021 and 2020, the Company recorded a deposit of $0.1 million and $0.1 million related to the arrangement with Planet Labs on the Company’s Condensed Consolidated Balance Sheets, respectively.		Note 12 — Related Party Transactions In June 2019, the Company issued promissory convertible notes to A/NPC Holdings LLC and Sherpa Venture Fund II LP for gross proceeds of $10.0 million and $0.6 million, respectively. In November 2020, the Company issued promissory convertible notes to Sherpa Ventures Fund II, LP and Eagle Creek Capital LLC for gross proceeds of $0.2 million and $0.5 million, respectively. Some of the Company’s board members are related parties of these entities. Nomi Bergman is a principal of A/NPC Holdings LLC and Scott Stanford is a principal of Sherpa Ventures Fund II, LP and a member of Eagle Creek Capital LLC. In all instances the terms of these transactions were the same as third-party investors. Chris Kemp, Founder and CEO, has served as an advisor to Planet Labs, a leading provider of global, daily satellite imagery and insights, since January 2013. Planet Labs is also a customer of the Company. As of December 31, 2020 and 2019, the Company recorded $0.1 million and $0.1 million of deferred liability related to arrangement with Planet Labs on the Company’s consolidated balance sheets, respectively.
Holicity Inc.
Related Party Transactions	Note 5—Related Party Transactions *Founder Shares* On June 4, 2020, Pendrell Corporation (“Pendrell”) paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). Pendrell transferred such shares to the sponsor on June 9, 2020. In July 2020, the sponsor transferred shares to its independent director nominees and various other directors, officers, employees and consultants of the Company and Pendrell, in each case for approximately the same per-share price as initially paid by the Company’s sponsor. On August 4, 2020, the Company effected a effected a 1.1-for-1 common stock split (the “Stock Split”) resulting in 7,906,250 shares outstanding held as follows: 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor. On September 21, 2020, the sponsor forfeited 406,250 Founder Shares due to the partial exercise of the Over-Allotment Option by the underwriters so that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (see Note 3). The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. *Related Party Loans* On June 4, 2020, Pendrell agreed to loan the Company an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Pendrell assigned the Note to the sponsor on June 9, 2020, which assumed all obligations thereunder. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the $1.0 million of offering proceeds that had been allocated to the payment of offering expenses. In addition, in order to finance transaction costs in connection with a Business Combination, the sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination. *Administrative Services Agreement* The Company entered into an agreement whereby, commencing on August 4, 2020 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three months ended March 31, 2021, the Company incurred $30,000 in fees for these services. The sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the sponsor, officers, directors or their affiliates.	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 4, 2020, Pendrell Corporation (“Pendrell”) paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). Pendrell transferred such shares to the sponsor on June 9, 2020. In July 2020, the sponsor transferred shares to its independent directors and various other directors, officers, employees and consultants of the Company and Pendrell, in each case for approximately the same per-share price as initially paid by the Company’s sponsor. On August 4, 2020, the Company effected a 1.1-for-1 common stock split (the “Stock Split”) resulting in 7,906,250 shares outstanding held as follows: 33,000 shares by each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, its independent directors, 165,000 shares held by Craig O. McCaw, 110,000 shares held by Randy Russell, 88,000 shares held by R. Gerard Salemme, 44,000 shares held by Steve Ednie, 262,900 shares held by other directors, officers, employees and consultants of Pendrell, and 7,137,350 shares held by the sponsor. On September 21, 2020, the sponsor forfeited 406,250 Founder Shares due to the partial exercise of the Over-Allotment Option by the underwriters so that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (see Note 4). The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lock-up if (1) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property. Related Party Loans On June 4, 2020, Pendrell agreed to loan the Company an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Pendrell assigned the Note to the sponsor on June 9, 2020, which assumed all obligations thereunder. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the $1.0 million of offering proceeds that was allocated to the payment of offering expenses. In addition, in order to finance transaction costs in connection with a Business Combination, the sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At December 31, 2020, the Company did not have any borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement whereby, commencing on August 4, 2020 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the period from June 2, 2020 (inception) through December 31, 2020, the Company incurred $48,710 in fees for these services. The sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the sponsor, officers, directors or their affiliates.

Stock-based Compensation - Summary of Fair Value Assumption Of Common Stock (Detail) - Common Class A	12 Months Ended
	Dec. 31, 2020 yr $ / shares
Merger Transaction [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Time to event (in years) \| yr	0.38
Scenario probability	60.00%
Discount for lack of marketability	10.00%
Market value per share	$ 6.62
Grant-date fair value	$ 5.96
Remaining Private [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Time to event (in years) \| yr	1.50
Scenario probability	40.00%
Discount for lack of marketability	25.00%
Market value per share	$ 3.04
Grant-date fair value	$ 2.28

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

7 Months Ended

Dec. 31, 2020

Holicity Inc.

Schedule of the restatement on each financial statement

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:


	As Previously Reported			Adjustments			As Restated
Balance Sheet as of August 7, 2020
Warrant liabilities	$	—		$	21,313,333		$	21,313,333
Total liabilities		9,830,277			21,313,333			31,143,610
Class A common stock subject to possible redemption		262,053,310			(21,313,330	)		240,739,980
Class A common stock		129			464			593
Additional paid-in capital		5,002,671			746,645			5,749,316
Accumulated deficit		(3,581	)		(747,112	)		(750,693	)
Total Stockholders’ Equity		5,000,010			(3	)		5,000,007

Balance Sheet as of December 31, 2020
Warrant liabilities	$	—		$	27,253,333		$	27,253,333
Total liabilities		10,761,772			27,253,333			38,015,105
Class A common stock subject to possible redemption		285,485,260			(27,253,330	)		258,231,930
Class A common stock		145			273			418
Additional paid-in capital		5,654,273			6,686,836			12,341,109
Accumulated deficit		(655,161	)		(6,687,112	)		(7,342,273	)
Total Stockholders’ Equity		5,000,007			(3	)		5,000,004

Statement of Operations for the period from June 2, 2020 (Inception) through December 31, 2020
Warrant offering costs	$	—		$	(747,112	)	$	(747,112	)
Change in fair value of warrant liabilities		—			(5,940,000	)		(5,940,000	)
Other expense, net		46,957			(6,687,112	)		(6,640,155	)
Loss before provision for income taxes		(655,161	)		(6,687,112	)		(7,342,273	)
Net loss		(655,161	)		(6,687,117	)		(7,342,273	)
Basic and diluted loss per share, Class B common stock		(0.09	)		(0.89	)		(0.98	)

Statement of Cash Flows for the period from June 2, 2020 (Inception) through December 31, 2020
Cash Flows from Operating Activities:
Net loss	$	(655,161	)	$	(6,687,112	)	$	(7,342,273	)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred warrant offering costs		—			458,500			458,500
Change in fair value of warrant liabilities		—			5,940,000			5,940,000
Net cash used in operating activities		(691,869	)		(288,612	)		(980,481	)
Proceeds from sale of Units, net of underwriting discounts paid		294,000,000			262,000			294,262,000
Payment of offering costs		(160,614	)		26,612			(134,002	)
Net cash provided by financing activities		301,682,297			288,612			301,970,909
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			21,313,333			21,313,333

The following tables set forth the effects of the restatement on the affected line items within our previously reported unaudited condensed financial statements.


	As Previously Reported			Adjustments			As Restated
Condensed Balance Sheet as of September 30, 2020
Warrant liabilities	$	—		$	24,546,666		$	24,546,666
Total liabilities		10,640,289			24,546,666			35,186,955
Class A common stock subject to possible redemption		285,990,770			(24,546,670	)		261,444,100
Class A common stock		140			246			386
Additional paid-in capital		5,148,768			3,980,203			9,128,971
Accumulated deficit		(149,656	)		(3,980,445	)		(4,130,101	)
Total Stockholders’ Equity		5,000,002			4			5,000,006

Condensed Statement of Operations for the period from June 2, 2020 (inception) through September 30, 2020
Warrant offering costs	$	—		$	(747,112	)	$	(747,112	)
Change in fair value of warrant liabilities		—			(3,233,333	)		(3,233,333	)
Other expense, net		7,109			(3,980,445	)		(3,973,336	)
Loss before provision for income taxes		(149,656	)		(3,980,445	)		(4,130,101	)
Net loss		(149,656	)		(3,980,445	)		(4,130,101	)
Basic and diluted loss per share, Class B		(0.02	)		(0.53	)		(0.55	)

Condensed Statement of Operations for the three months ended September 30, 2020
Warrant offering costs	$	—		$	(747,112	)	$	(747,112	)
Change in fair value of warrant liabilities		—			(3,233,333	)		(3,233,333	)
Other expense, net		7,109			(3,980,445	)		(3,973,336	)
Loss before provision for income taxes		(148,287	)		(3,980,445	)		(4,128,732	)
Net loss		(148,287	)		(3,980,445	)		(4,128,732	)
Basic and diluted loss per share, Class B		(0.02	)		(0.53	)		(0.55	)

Condensed Statement of Cash Flows for the period from June 2, 2020 (inception) through September 30, 2020
Cash Flows from Operating Activities:
Net loss	$	(149,656	)	$	(3,980,445	)	$	(4,130,101	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred warrant offering costs		—			458,500			458,500
Change in fair value of warrant liabilities		—			3,233,333			3,233,333
Net cash used in operating activities		(321,572	)		(288,612	)		(610,184	)
Proceeds from sale of Units, net of underwriting discounts paid		294,000,000			262,000			294,262,000
Payment of offering costs		(160,614	)		26,612			(134,002	)
Net cash provided by financing activities		301,682,297			288,612			301,970,909
Non-Cash Investing and Financing Activities:
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			21,313,333			21,313,333

Long-Term Debt - Schedule of Changes in Fair Value of Embedded Derivatives (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Balance - beginning of period	$ 4,698	$ 4,698
Additions	3,261	3,447	$ 4,234
Measurement adjustments	(293)	$ (8,145)	464
Balance - end of period	$ 7,666		$ 4,698

Shareholders' Equity - Schedule of Convertible Preferred Stock (Detail) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Shares Outstanding	186,977,448	136,493,663
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Outstanding	65,780,540	65,780,540	65,780,540
Liquidation Price Per Share	$ 0.243233	$ 0.243233
Conversion Price Per Share	0.243233	0.243233
Annual Noncumulative Dividend Rights Per Share	$ 0.019459	$ 0.019459
Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Outstanding	70,713,123	70,713,123	70,713,123
Liquidation Price Per Share	$ 1.333008	$ 1.333008
Conversion Price Per Share	1.333008	1.333008
Annual Noncumulative Dividend Rights Per Share	$ 0.106640	$ 0.106640
Series C Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Outstanding	50,483,785	50,483,785
Liquidation Price Per Share	$ 6.620970
Conversion Price Per Share	6.620970
Annual Noncumulative Dividend Rights Per Share	$ 0.529680

Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Detail) $ in Thousands	Dec. 31, 2020 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2021	$ 712
2022	766
2023	763
2024	762
2025	762
Thereafter	1,708
Total	$ 5,473

INCOME TAXES

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Income Taxes

Note 7 — Income Taxes

There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the three months ended March 31, 2021 and 2020, the Company recognized no provision for income taxes.

Utilization of net operating loss carryforwards, tax credits and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions.

Note 7 — Income Taxes

Components of Income Before Taxes

For financial reporting purposes, loss before income taxes includes the following components:


	As of December 31,
in thousands	2020			2019
Domestic	$	(68,293	)	$	(53,179	)
Foreign		—			—

Loss before income taxes	$	(68,293	)	$	(53,179	)

Components of Tax Expense

There is no provision for income taxes for the years ended December 31, 2020 and 2019.

Effective Tax Rate

Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21% is as follows:


	December 31,
	2020			2019
U.S. federal provision at statutory rate		21.0	%		21.0	%
Tax credits		1.0			2.2
Stock-based compensation		—			(0.1	)
Convertible Notes interest limitation		(1.6	)		—
Fair value adjustment		2.5			—
Change in valuation allowance		(22.8	)		(22.3	)
Other		(0.1	)		(0.8	)
Effective tax rate		0.0	%		0.0	%

Deferred Taxes

The Company’s deferred income tax assets and liabilities are as follows:


	As of December 31,
in thousands	2020			2019
Deferred tax assets:
Net operating loss carry forward	$	45,768		$	26,472
Tax credits		4,403			3,231
Stock-based compensation		35			40
Intangibles		307			—
Accruals and reserves		362			187

Total deferred tax assets		50,875			29,930
Deferred tax liabilities:
Fixed assets and intangibles		(787	)		(548	)

Total deferred tax liabilities		(787	)		(548	)

Net deferred tax assets before valuation allowance		50,088			29,382
Valuation allowance		(50,088	)		(29,382	)

Net deferred tax assets (liabilities)	$	—		$	—

The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the losses the Company generated in the current and prior years; the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $50.1 million and $29.4 million, respectively, for the years ended December 31, 2020 and 2019. The valuation allowance increased $20.7 million for the year ended December 31, 2020.

As of December 31, 2020, the Company had $164.6 million of U.S. federal net operating loss, of which $148.5 million will be carried forward indefinitely for U.S. federal tax purposes and $16.1 million will expire beginning in 2036. In addition, the Company has $160.5 million of state net operating loss carryforwards available to reduce future taxable income, if not utilized, will begin to expire beginning in 2036.

In December 31, 2019, the Company had $94.4 million of U.S. federal net operating loss, of which $78.3 million will be carried forward indefinitely for U.S. federal tax purposes and $16.1 million will expire beginning in 2036. In addition, the Company has $95.2 million of state net operating loss carryforwards available to reduce future taxable income. State net operating loss carryforwards, if not utilized, will begin to expire beginning in 2036.

As of December 31, 2020, the Company also has federal and California research and development tax credit carryforwards of $2.75 million and $2.1 million, respectively. The federal research credit carryforwards will begin to expire in 2036 and California research credits can be carried forward indefinitely.

The federal and state net operating loss carryforwards may be subject to limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has not performed a separate analysis as of December 31, 2020 or 2019. Any limitation may result in expiration of all or a portion of the net operating loss carryforwards and tax credit carryforwards before utilization.

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company analyzed the provisions of the Act and determined there was no significant impact to its 2020 tax provision.

On June 29, 2020, the California Governor signed Assembly Bill 85 (“A.B. 85”), which now becomes California law. A.B. 85, which includes several tax measures, provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $5.0 million of tax per year. Generally, A.B. 85 suspends the use of net operating losses for taxable years 2020, 2021, and 2022 for taxpayers with taxable income of $1.0 million or more. The Company analyzed the provisions of A.B. 85 and determined there was no significant impact to its 2020 tax provision.

On December 27, 2020, the “Consolidated Appropriations Act, 2021” (the “CAA”) was signed into law. The CAA includes provisions meant to clarify and modify certain items put forth in CARES Act, while providing aid to businesses affected by the pandemic. The CAA allows deductions for expenses paid for by Paycheck Protection Program (“PPP”) and Economic Injury Disaster Loan (“EIDL”) Program, clarifies forgiveness of EIDL advances, and other business provisions. The Company analyzed the provisions of the CAA and have appropriately accounted for the deductible costs associated with the PPP proceeds.

Unrecognized Tax Benefits

The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company recorded no amounts of accrued interest and accrued penalties related to unrecognized tax benefits as of December 31, 2020 and 2019.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


	Years Ended December 31,
in thousands	2020		2019
Unrecognized tax benefits as of the beginning of the year	$	3,543	$	1,569
Increases related to prior year tax provisions		—		—
Decrease related to prior year tax provisions		—		—
Increase related to current year tax provisions		1,299		1,974
Statute lapse		—		—

Unrecognized tax benefits as of the end of the year	$	4,842	$	3,543

The unrecognized gross tax benefits would not reduce the annual effective tax rate if recognized because the Company has recorded a valuation allowance on its deferred tax assets.

The Company has elected to include interest and penalties as a component of income tax expense. Related to the unrecognized tax benefits noted above, the Company accrued no penalties or interest for the years ended December 31, 2020 and 2019.

As of December 31, 2020, the Company does not believe there will be a significant increase or decrease of unrecognized tax benefits within the next twelve months. The Company’s major tax jurisdictions are the United States and California. Due to the net operating loss carryforwards generated annually since inception, all tax years are open for examination. There have been no examinations of our income tax returns by any tax authority.

Holicity Inc.

Income Taxes

NOTE 9. INCOME TAXES

The Company’s net deferred tax assets are as follows:


	December 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$	122,932
Net operating losses		14,645

Total deferred tax asset		137,577
Valuation allowance		(137,577	)

Deferred tax asset, net of allowance	$	—

The income tax provision consists of the following:


	For the period from June 2, 2020 (inception) through December 31, 2020
Federal
Current	$	—
Deferred		(137,577	)
State
Current		—
Deferred		—
Change in valuation allowance		137,577

Income tax provision	$	—

As of December 31, 2020, the Company had U.S. federal net operating loss carryovers of $69,740 available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 2, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $137,577.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


Statutory federal income tax rate	21.0	%
Non-deductible change in fair value of warrant liabilities	(17.0	)%
Non-deductible warrant offering costs	(2.1	)%
Change in valuation allowance	(1.9	)%

Income tax provision	—	%

The Company’s effective tax rate differs from the U.S. statutory rate primarily due to the recognition of gain or loss from the change in the fair value of warrant liabilities and the expensing of offering costs related to the issuance of warrants, both of which are not deductible for tax purposes.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities.

- Definition

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

+ References + Details

Lease - Schedule of Components of Lease Cost (Detail)	3 Months Ended
Lease - Schedule of Components of Lease Cost (Detail)	Mar. 31, 2021 USD ($)
Leases [Abstract]
Operating lease costs	$ 253
Finance lease costs:
Amortization of right-of-use assets	0
Interest on lease liabilities	0
Short-term lease costs	0
Variable lease costs	0
Sublease income	0
Total lease costs	$ 253

Income Taxes - Schedule of income tax provision (Detail) - Holicity Inc.	7 Months Ended
	Dec. 31, 2020 USD ($)
Federal
Current	$ 0
Deferred	(137,577)
State
Current	0
Deferred	0
Change in valuation allowance	137,577
Income tax provision	$ 0

Stock-based Compensation - Schedule of Stock-based Compensation Recorded in Consolidated Statements of Operation (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total stock-based compensation expense	$ 10,333	$ 372	$ 32,202	$ 814
Research and Development Expense [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total stock-based compensation expense	3,179	152	339	190
General and Administrative Expense [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total stock-based compensation expense	7,141	$ 220	$ 31,863	$ 624
Selling and Marketing Expense [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total stock-based compensation expense	$ 13

Inventories - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventories	$ 1,019	$ 649	$ 0
Inventory write downs	$ 0	$ 0	$ 0

Loss per Share

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Loss per Share

Note 12 — Loss per Share

Founders Convertible Preferred Stock, Convertible Preferred Stock, and unvested Restricted Stock Awards (“RSA’s”) are participating securities in periods of income, as the Founders Convertible Preferred Stock, Convertible Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted or as-vested basis. However, the Founders Convertible Preferred Stock, Convertible Preferred Stock, and unvested RSAs do not share in losses.

The Company computes earnings per share of Common Stock using the two-class method required for participating securities and does not apply the two-class method in periods of net loss. Basic and diluted earnings per share was the same for the years presented as the inclusion of all potential Common Stock outstanding would have been anti-dilutive. The following table sets forth the computation of basic and diluted loss:


	Three Months Ended March 31,
	2021						2020
*(in thousands, except share and per share amounts)*	Class A Common			Class B Common			Class A Common			Class B Common
Net loss	$	(40,862	)	$	(118,110	)	$	(1,389	)	$	(10,592	)
Adjustment to redemption value on Convertible Preferred Stock		(260,051	)		(751,675	)		—			—

Net loss attributed to common stockholders	$	(300,913	)	$	(869,785	)		—			—

Basic weighted average common shares outstanding		24,371,147			70,444,444			9,443,456			71,970,000
Dilutive weighted average common shares outstanding		24,371,147			70,444,444			9,443,456			71,970,000
Loss per share attributable to common stockholders:
Basic and Diluted loss per share	$	(12.35	)	$	(12.35	)	$	(0.15	)	$	(0.15	)

There were no preferred dividends declared or accumulated as of March 31, 2021 and December 31, 2020.

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:


	Three Months Ended March 31,
	2021				2020
	Class A Common		Class B Common		Class A Common		Class B Common
Stock options		11,359,379		—		14,935,151		—
Convertible Preferred Stock		197,848,010		—		154,993,663		—
Warrants		722,586		—		722,586		—
RSAs		—		—		—		725,000

Total		209,929,975		—		170,651,400		725,000

For the Convertible Notes, before settlement, for purposes of diluted earnings (loss) per share, the Company applies the if-converted method. However, because the adjustment to the numerator for interest expense was antidilutive, the Convertible Notes were not included in diluted earnings (loss) per share. Refer to Note 6 — Long-Term Debt for the key terms of the Convertible Notes.

Note 11 — Loss per Share

Founders Convertible Preferred Stock, Series A and B Convertible Preferred Stock, and unvested Restricted Stock Awards (“RSA’s”) are participating securities in periods of income, as the Founders Convertible Preferred Stock, Series A and B Convertible Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted or as-vested basis. However, the Founders Convertible Preferred Stock, Series A and B Convertible Preferred Stock, and unvested RSAs do not share in losses.


	Years Ended December 31,
	2020						2019
(in thousands, except share and per share amounts)	Class A Common			Class B Common			Class A Common			Class B Common
Net loss attributable to common stockholders	$	(8,120	)	$	(60,173	)	$	(5,989	)	$	(47,910	)
Basic weighted average common shares outstanding		9,902,845			73,385,753			8,082,020			63,684,201
Dilutive weighted average common shares outstanding		9,902,845			73,385,753			8,082,020			63,684,201
Loss per share attributable to common stockholders:
Basic and Diluted loss per share	$	(0.82	)	$	(0.82	)	$	(0.74	)	$	(0.74	)

There were no preferred dividends declared or accumulated as of December 31, 2020 and 2019.

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:


	Years Ended December 31,
	2020				2019
	Class A Common		Class B Common		Class A Common		Class B Common
Stock options		12,851,154		—		8,753,954		—
Convertible Preferred Stock		154,993,663		—		154,993,663		—
Warrants		722,586		—		722,586		—
RSAs		—		—		93,752		2,900,000

Total		168,567,403		—		164,563,955		2,900,000

Income Taxes - Reconciliation of the Total Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits as of the beginning of the year	$ 3,543	$ 1,569
Increases related to prior year tax provisions	0	0
Decrease related to prior year tax provisions	0	0
Increase related to current year tax provisions	1,299	1,974
Statute lapse	0	0
Unrecognized tax benefits as of the end of the year	$ 4,842	$ 3,543

SUBSEQUENT EVENTS	3 Months Ended	7 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
Subsequent Events	Note 14 — Subsequent Events The Company evaluated subsequent events from the Condensed Consolidated Balance Sheets dates through May 20, 2021, the date the consolidated financial statements were available to be issued. All subsequent events listed below are non-recognized subsequent events. The Company determined the matters below represent material subsequent events: Option Modification In April 2021, the Company modified the exercise price of 758,500 stock options issued to certain employees on December 27, 2020. On April 2, 2021, the Board voted to approve the increase in exercise price of the eligible December 2020 stock options from the original exercise price of $0.44 per share to $4.49 per share. On April 23, 2021, the Board of Directors voted to approve the acceleration in vesting of 1,900,000 stock options that were issued to certain employees on December 27, 2020. The original vesting period of these options was 4 years and the options were fully vested upon acceleration. The option holders exercised the 1,900,000 options on April 23, 2021 and the resulting shares were then sold to unaffiliated investors in the secondary market. Bridge Loan On May 20, 2021, Astra entered into a short-term promissory note (the “Bridge Loan”) with Pendrell as the lender, pursuant to which Pendrell agreed to make available to Astra up to $25.0 million in borrowings. Pendrell is the parent of X-icity Holdings Corporation, the sponsor of Holicity. The interest rate on the Bridge Loan borrowings is a fixed rate of 5.00% per annum. However, if repaid in full in connection with the closing of the Business Combination, then no interest shall be due and payable. Astra is required to pay an upfront fee in the amount of 1.00% of the principal amount and an end of term fee in the amount of 2.00% of the principal amount. The funds drawn on the Bridge Loan may be prepaid by Astra at any time. The Bridge Loan matures upon the earliest of (a) the closing of the Business Combination, (b) 60 days following the abandonment of the Business Combination and (c) the date when the commitment amount is otherwise paid in full or accelerated pursuant to the terms of the Bridge Loan.		Note 13 — Subsequent Events The Company evaluated subsequent events from the Consolidated Balance Sheet dates through April 30, 2021, the date the consolidated financial statements were available to be issued. All subsequent events listed below are non-recognized subsequent events. The Company determined the matters below represent material subsequent events: Legal Proceedings See Note 8 — Commitments and Contingencies for details regarding the Company’s $4.25 million settlement with Atmospheric relating to past use and trademark infringement, which was settled on January 31, 2021. PPP Note In the first quarter of the year ended December 31, 2021, the Company submitted a forgiveness application to its lender seeking full forgiveness of the PPP Note. The eligibility requirement of the PPP Note is subjective, and if determined that the Company is ineligible to receive the PPP Note, the Company could be required to pay the PPP Note in its entirety. See Note 6 — Long-Term Debt regarding the PPP Note. SPAC Merger Plan On February 2, 2021, the Board of Directors of Holicity Inc., a Delaware corporation (“Holicity”), unanimously approved an agreement and plan of merger by and among Holicity, Holicity Merger Sub Inc., a wholly owned subsidiary of Holicity (“Merger Sub”), the Company and Chris Kemp, solely in his capacity as representative of the stockholders of the Company (the “Stockholder Representative”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by Holicity’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Holicity (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, Holicity will be renamed “Astra Space, Inc.”, which will be referred to as “New Astra”. Under the Merger Agreement, Holicity has agreed to acquire all of the outstanding equity interests of the Company for approximately $2.03 billion in aggregate consideration. The Company’s stockholders will receive consideration in the form of shares of common stock of New Astra. The Company expects the transaction to close in the second quarter of the year ended December 31, 2021. Series C Financing On January 28, 2021, the Company entered a stock purchase agreement with certain investors to close the issuance of Series C Convertible Preferred Shares at a cash purchase price of $6.62 per share and a conversion price of $1.33 or $1.71 per share for conversion of all outstanding Convertible Notes. The agreed upon conversion prices were negotiated between the Company and certain investors based on pre-money and fully-diluted valuations, The Series C Convertible Preferred Shares will have a par value of $0.000001 per share. The Company issued the Series C Convertible Preferred Shares for a combination of cash of $30.0 million and conversion of outstanding Convertible Notes of $61.0 million, for 4,531,055 and 38,323,292 shares, respectively. The Company’s board member, Scott Stanford, is a member of Eagle Creek Capital, LLC and ACME SPV AS, LLC. In all instances the terms of these transactions were the same as third-party investors. Eagle Creek, LLC and ACME SPV AS, LLC participated in the Series C Financing through the conversion of outstanding convertible notes and the purchase of Founders Preferred Stock, respectively. Eagle Creek Capital, LLC received 264,928 shares of Series C preferred stock for settlement of outstanding convertible notes of $0.5 million. Concurrent with the Series C Financing, the Company adopted and filed with the Secretary State of Delaware the Fourth Amended and Restated Certificate of Incorporation. Secondary Transactions Concurrent with the Series C Financing, on January 28, 2021, Chris Kemp, Founder and CEO, and Adam London, Founder and CTO entered into a stock purchase agreement (“Secondary Sale Agreement”) with certain investors including ACME SPV AS, LLC whereby Mr. Kemp sold a total of 3,775,879 shares of Founders Preferred Stock for a total purchase price of $25.0 million while Mr. London sold a total of 2,265,529 shares of Founders Preferred Stock for a total purchase price of $15.0 million. The Company’s board member, Scott Stanford, is a member of ACME SPV AS, LLC. ACME SPV AS, LLC purchased 1,821,485 shares of Founders Preferred Stock from Mr. Kemp for a total purchase price at $12.1 million. Additionally, Mr. Kemp and Mr. London each transferred 794,015 shares of Founders Preferred Stock, for a total of 1,588,030 shares to certain investors as part of the Series C Financing. The Founders Preferred Stock that were sold and transferred converted into Series C preferred stock upon sale and transfer. Option Modification In April 2021, the Company modified the exercise price of 758,500 stock options issued to certain employees on December 27, 2020. On April 2, 2021, the Board voted to approve the increase in exercise price of the eligible December 2020 stock options from the original exercise price of $0.44 per share to $4.49 per share. On April 23, 2021, the Board of Directors voted to approve the acceleration in vesting of 1,900,000 stock options that were issued to certain employees on December 27, 2020. The original vesting period of these options was 4 years and the options were fully vested upon acceleration. The option holders exercised the 1,900,000 options on April 23, 2021 and the resulting shares were then sold to unaffiliated investors in the secondary market.
Holicity Inc.
Subsequent Events	Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 17, 2021, the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through April 30, 2021, the date the audited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that, except as noted above, would have required adjustment or disclosure in the financial statements.

Stock-based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

Note 11 — Stock-based Compensation

Secondary Sales of Founders Convertible Preferred Stock

On January 28, 2021, concurrent with Series C Financing, two executives, Chris Kemp and Adam London, entered stock purchase agreements with certain investors including ACME SPV AS, LLC to sell 3,775,879 and 2,265,529 shares, respectively, of Founders Convertible Preferred Stock at purchase prices in excess of the estimated fair value at the time of the transactions (“Secondary Sales”) to certain investors. Upon sale, the Founders Convertible Preferred Stock automatically converted into Series C Convertible Preferred Stock. The Company’s board member, Scott Stanford, is a member of ACME SPV AS, LLC and the Company facilitated the Secondary Sales. As a result, for the three months ended March 31, 2021 the Company recorded a total of $8.2 million in stock-based compensation expense for the difference between the price paid by these investors and the estimated fair value of the Founders Convertible Preferred Stock on the date of the transaction.

2016 Equity Incentive Plan

In 2016, the Company adopted the 2016 Equity Incentive Plan (the “Plan”). Under this Plan, the Board of Directors or a committee appointed by the Board of Directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock, and other performance or value-based awards within parameters set forth in the Plan to employees, directors, and non-employee consultants.

Through March 31, 2021, the Board of Directors had approved an aggregate of 18,260,666 Class A common stock available for awards under the Plan. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered.

The following table summarizes stock-based compensation expense that the Company recorded in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
*in thousands*	2021		2020
Research and development	$	3,179	$	152
Sales and marketing		13		—
General and administrative		7,141		220

Stock-based compensation expense	$	10,333	$	372

Stock Options

Certain options under the 2016 Equity Incentive Plan vest upon grant and other options have time-based vesting periods vesting over a period of one to four years and a maximum term of ten years from the grant date.

The following is a summary of stock option activity for time-based options for the three months ended March 31, 2021:


	No. of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Term (in Years)		Aggregate Intrinsic Value
Outstanding — December 31, 2020		12,851,154		$	0.32		8.7	$	52,056,386
Granted		—			—		—
Exercised		(750,085	)		0.28		6.9
Forfeited		(741,690	)		0.32		—
Expired					—		—

Outstanding — March 31, 2021		11,359,379		$	0.33		8.3	$	75,492,454
Unvested — March 31, 2021		7,657,698
Exercisable — March 31, 2021		3,701,681

In February 2021, the Board of Directors approved the acceleration in vesting of 206,250 stock options that were issued to one employee on May 15, 2020. The remaining unvested options were fully vested upon acceleration. The Company recorded a $1.4 million stock-based compensation expense related to the modification for the three months ended March 31, 2021.

As of March 31, 2021, the Company had $10.3 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 1.38 years.

Restricted Stock Awards (“RSAs”)

In 2016, the Company issued Class A and Class B restricted stock awards (“RSAs”) to certain founding members of the Company. Each award reflects one Class A common stock or Class B common stock issued to the award recipient. These awards are generally earned upon the completion of vesting periods ending on various dates. The fair value of the RSAs are based on the fair value of the underlying Common Stock on the date of grant, which are determined using an option pricing valuation model. The Company recognized grant date fair value of RSAs as stock-based compensation over the vesting period. All RSAs were fully vested as of December 31, 2020 and the Company did not issue any new RSAs in 2021. No stock-based compensation expense related to RSAs was recognized for the three months ended March 31, 2021.

Note 10 — Stock-based Compensation

For the year ended December 31, 2020, the Company granted 7,000,000 shares of Class A common stock to its founders and key executives in recognition of services previously rendered. Prior to that time, since the Company’s inception, the Company’s two founders had not received refresh grants aside from the initial restricted stock awards issued in 2016. On December 27, 2020, the Board of Directors granted a total of 7,000,000 shares of Class A common stock to Chris Kemp, Founder and CEO, and Adam London, Founder and CTO. All 7,000,000 shares of Class A common stock were fully vested upon issuance.

Each share reflects one fully vested Class A common stock upon issuance and a grant date fair value of $4.49 per share. The grant date fair value was determined by applying the probability-weighted expected return method (“PWERM Method”), which assumes various future outcomes to determine the value of the various equity securities based on probability-weighted present value. Under the PWERM Method, the Company considered potential scenarios related to (i) a merger transaction closing in the second quarter of 2021 and (ii) remaining privately owned for approximately 1.5 years. The following assumptions are utilized to determine the fair value of Class A common stock:


	Merger Transaction			Remaining Private
Time to event (in years)⁽¹⁾		0.38			1.50
Scenario probability⁽²⁾		60	%		40	%
Discount for lack of marketability⁽³⁾		10	%		25	%
Market value per share⁽⁴⁾	$	6.62		$	3.04
Grant-date fair value	$	5.96		$	2.28

(1)	The time to event represents the estimated length of time to a merger or liquidation event.

(2)	Scenario probability was estimated based on the Company’s merger or liquidation event assumptions on the valuation date.

(3)

(4)

The grant date fair value of $31.4 million was recognized as compensation expense within general and administrative expenses in the Consolidated Statement of Operations for the year ended December 31, 2020.

2016 Equity Incentive Plan

Through December 31, 2020, the Board of Directors had approved an aggregate of 18,260,666 Class A common stock available for awards under the Plan. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered.

The following table summarizes stock-based compensation expense that the Company recorded in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019:


	Years Ended December 31,
in thousands	2020		2019
Research and development	$	339	$	190
General and administrative		31,863		624

Stock-based compensation expense	$	32,202	$	814

Stock Options

The following is a summary of stock option activity for time-based options for the years ended December 31, 2020 and 2019:


	No. of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Term (in Years)		Aggregate Intrinsic Value
Outstanding — December 31, 2018		8,728,814		$	0.18		9.3
Granted		5,859,500			0.31		8.4
Exercised		(518,436	)		0.06		4.5
Forfeited		(1,811,569	)		0.23		—
Expired		(134,790	)		0.06		—

Outstanding — December 31, 2019		12,123,519		$	0.24		8.6	$	792,366

Granted		10,670,275			0.34		7.7
Exercised		(4,389,931	)		0.21		7.0
Forfeited		(4,313,139	)		0.29		—
Expired		(1,239,570	)		0.21		—

Outstanding — December 31, 2020		12,851,154		$	0.32		8.7	$	52,056,386

Unvested — December 31, 2019		8,730,620		$	0.27		9.1	$	328,486
Exercisable — December 31, 2019		3,392,899		$	0.17		7.2	$	463,879
Unvested — December 31, 2020		10,254,894		$	0.33		9.1	$	42,600,167
Exercisable — December 31, 2020		2,596,260		$	0.29		7.0	$	9,456,219

On December 27, 2020, the Company issued 2,658,500 in-the-money options to certain employees and two of its executive officers at an exercise price of $0.44 with a vesting term of four years. The total compensation expense to be recognized related to these in-the-money options is $11.0 million. The Company has recorded $0.2 million compensation expense for the year ended December 31, 2020. The remaining $10.8 million will be recognized over the remaining vesting term.

Cash received from the exercise of options amounted to $0.9 million and $0.1 million for the years ended December 31. 2020 and 2019, respectively. Any tax benefit as a result of exercise of options was not material for the years ended December 31, 2020 and 2019.

The Company estimates grant date fair value of options using a Black Scholes option pricing valuation model and accounts for forfeitures as they occur. The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the consolidated financial statements:


	Years Ended December 31,
	2020		2019
Expected term (in years)⁽¹⁾		5.78		5.84
Expected volatility⁽²⁾		47.43%		34.00%
Risk-free interest rate range⁽³⁾		0.29% — 1.19%		1.58% — 2.54%
Dividend yield⁽⁴⁾		—		—
Grant-date fair value	$	1.12	$	0.11

(1)

(2)	Expected volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities.

(3)	Risk-free interest was obtained from US treasury notes for the expected terms noted as of the valuation date.

(4)	The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future.

Given the absence of a public trading market, the Board considered numerous objective and subjective facts to determine the fair value of the Company’s Common Stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of Common Stock; (ii) the rights and preferences of Founders Convertible Preferred and Convertible Preferred relative to Common Stock; (iii) the lack of marketability of Common Stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions.

There was approximately $11.6 million and $0.8 million of total unrecognized compensation expense related to stock options to employees for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, this cost is expected to be recognized over a weighted-average period of 1.35 years. The total intrinsic value of stock options exercised under the provisions of the Plan during the years ended December 31, 2020 and 2019 was $18.7 million and $0.1 million, respectively.

Prior to 2020, equity awards issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustments as the Company remeasures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Upon adoption of ASU 2018-07 on January 1, 2020, equity awards issued to non-employees are accounted for in accordance with Topic 718. The fair value of these equity instruments are expensed over the service period based on grant date fair value. Compensation expense related to non-employees was not material for the years ended December 31, 2020 and 2019.

Restricted Stock Awards (“RSAs”)

In 2016, the Company issued Class A and Class B restricted stock awards (“RSAs”) to certain founding members of the Company. Each award reflects one Class A common stock or Class B common stock that issued to the award recipient. These awards are generally earned upon the completion of vesting periods ending July 1, 2018, August 24, 2019, January 25, 2020 and April 25, 2020, respectively. The fair value of the RSAs are based on the fair value of the underlying Common Stock on the date of grant, which are determined using an option pricing valuation model. The following assumptions are utilized: 1) current value of the underlying asset, which is determined to be the total equity value of the Company, 2) expected volatility, which is estimated based on guideline companies indications adjusted for the Company’s capital structure, 3) risk-free interest rate based on the rate of the treasury securities with the same term as the expected time to liquidity, and 4) expected time to liquidity of 1.5 years, which reflects a weighted-average holding period.

Activity related to RSAs is as follows:


	Shares		Weighted Average Grant Date Fair Value
Nonvested, beginning of period — December 31, 2018		21,485,419	$	0.03
Granted		—		—
Forfeited or canceled		—		0.03
Vested		18,491,667		0.03
Nonvested, end of period — December 31, 2019		2,993,752		0.03
Granted		—		—
Forfeited or canceled		—		—
Vested		2,993,752		0.03
Nonvested, end of period — December 31, 2020		—	$	—

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
Research and development	$ 12,196,000	$ 8,311,000		$ 27,544,000	$ 40,067,000
Sales and marketing	64,000
General and administrative	12,394,000	3,122,000		45,950,000	12,518,000
Loss from operations	(24,654,000)	(11,433,000)		(73,494,000)	(52,585,000)
Other income (expense), net:
Interest expense, net	(535,000)	(999,000)		(5,659,000)	(870,000)
Other income, net		451,000		10,860,000	276,000
Loss on extinguishment of convertible notes	(131,908,000)
Loss on extinguishment of convertible notes attributable to related parties	(1,875,000)
Loss before provision for income taxes	(158,972,000)	(11,981,000)		(68,293,000)	(53,179,000)
Income tax expense	0	0		0	0
Net loss	(158,972,000)	(11,981,000)		(68,293,000)	(53,179,000)
Adjustment to redemption value on Convertible Preferred Stock	(1,011,726,000)
Net loss attributable to common stockholders	(1,170,698,000)	(11,981,000)
Common Class A
Other income (expense), net:
Net loss	$ (40,862,000)	$ (1,389,000)		$ (8,120,000)	$ (5,989,000)
Weighted average shares outstanding of Class A common stock	24,371,147	9,443,456		9,902,845	8,082,020
Net loss attributable to common stockholders	$ (300,913,000)
Basic and diluted income per share, Class A common stock	$ (12.35)	$ (0.15)		$ (0.82)	$ (0.74)
Net loss per share:
Weighted average number of shares of common stock outstanding - basic and diluted	24,371,147	9,443,456		9,902,845	8,082,020
Net loss per share of common stock - basic and diluted	$ (12.35)	$ (0.15)		$ (0.82)	$ (0.74)
Class B Common Stock
Other income (expense), net:
Net loss	$ (118,110,000)	$ (10,592,000)		$ (60,173,000)	$ (47,910,000)
Weighted average shares outstanding of Class A common stock	70,444,444	71,970,000		73,385,753	63,684,201
Net loss attributable to common stockholders	$ (869,785,000)
Basic and diluted income per share, Class A common stock	$ (12.35)	$ (0.15)		$ (0.82)	$ (0.74)
Net loss per share:
Weighted average number of shares of common stock outstanding - basic and diluted	70,444,444	71,970,000		73,385,753	63,684,201
Net loss per share of common stock - basic and diluted	$ (12.35)	$ (0.15)		$ (0.82)	$ (0.74)
Holicity Inc.
Operating expenses:
General and administrative	$ 1,373,269		$ 585,451
Franchise tax expense	50,000		116,667
Loss from operations	(1,423,269)		(702,118)
Other income (expense), net:
Interest earned on marketable securities held in Trust Account	14,038		46,957
Warrant offering costs			(747,112)
Change in fair value of warrant liabilities	(18,553,333)		(5,940,000)
Other expense, net	(18,539,295)		(6,640,155)
Loss before provision for income taxes	(19,962,564)		(7,342,273)
Income tax expense	0		0
Net loss	$ (19,962,564)		$ (7,342,273)
Holicity Inc. \| Common Class A
Other income (expense), net:
Weighted average shares outstanding of Class A common stock	30,000,000		30,000,000
Basic and diluted income per share, Class A common stock	$ 0.00		$ 0.00
Net loss per share:
Weighted average number of shares of common stock outstanding - basic and diluted	30,000,000		30,000,000
Net loss per share of common stock - basic and diluted	$ 0.00		$ 0.00
Holicity Inc. \| Class B Common Stock
Other income (expense), net:
Weighted average shares outstanding of Class A common stock	7,500,000		7,500,000
Basic and diluted income per share, Class A common stock	$ (2.66)		$ (0.98)
Net loss per share:
Weighted average number of shares of common stock outstanding - basic and diluted	7,500,000		7,500,000
Net loss per share of common stock - basic and diluted	$ (2.66)		$ (0.98)

Property, Plant and Equipment, Net - Schedule of Major Classes of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 29,224	$ 30,935	$ 29,557
Less: accumulated depreciation	(7,385)	(6,866)	(3,556)
Total property, plant and equipment, net	21,839	24,069	26,001
Computer and Software [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	1,538	1,440	1,437
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	13,917	13,873	13,536
Research And Development Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	4,962	4,903	4,773
Production Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	8,174	8,174	7,270
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	466	466	462
Kodiak Spaceport [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment		$ 2,079	$ 2,079
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 167

Stock-based Compensation - Summary of Weighted-average Assumptions (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Compensation Related Costs [Abstract]
Divident yield	0.00%	0.00%

Fair Value Measurements - Schedule of monte carlo simulation model for the private placement warrants and public warrants (Detail) - $ / shares		3 Months Ended	7 Months Ended	12 Months Ended
	Aug. 07, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule of monte carlo simulation model for the private placement warrants and public warrants [Abstract]
Expected term (years)				5 years 9 months 10 days	5 years 10 months 2 days
Expected volatility				47.43%	34.00%
Stock price			$ 1.12	$ 1.12	$ 0.11
Holicity Inc.
Schedule of monte carlo simulation model for the private placement warrants and public warrants [Abstract]
Risk-free interest rate	0.28%	0.94%	0.41%
Expected term (years)	5 years	5 years	5 years
Expected volatility	28.00%	29.00%	29.00%
Exercise price	$ 11.50	$ 11.50	$ 11.50
Stock price	$ 9.50	$ 11.79	$ 10.11	$ 10.11

Income Taxes - Summary of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]
Domestic	$ (68,293)	$ (53,179)
Foreign	0	0
Loss before income taxes	$ (68,293)	$ (53,179)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (158,972,000)	$ (11,981,000)		$ (68,293,000)	$ (53,179,000)
Adjustments to reconcile net loss to cash flows used in operating activities
Loss on extinguishment of convertible notes	131,908,000
Loss on extinguishment of convertible notes attributable to related parties	1,875,000
Non-cash lease expense	170,000
Stock-based compensation	10,333,000	372,000		32,202,000	814,000
Depreciation	888,000	856,000		3,309,000	2,330,000
Amortization of convertible note discounts	315,000	568,000		3,805,000	409,000
Amortization of convertible note discounts attributable to related parties	55,000	152,000		659,000	327,000
Loss (gain) on mark to market derivatives		(55,000)		(6,639,000)	209,000
Loss (gain) on mark to market derivatives attributable to related parties		(239,000)		(1,506,000)	255,000
Changes in operating assets and liabilities:
Inventories	(370,000)			(649,000)
Prepaid and other current assets	(4,213,000)	(362,000)		280,000	(134,000)
Other non-current assets		61,000		279,000	110,000
Accounts payable	734,000	(734,000)		(26,000)	1,440,000
Change in lease liabilities	73,000
Accrued expenses and other current liabilities	3,330,000	(61,000)		3,741,000	(516,000)
Other non-current liabilities	197,000	245,000		(12,000)	811,000
Net cash used in operating activities	(13,677,000)	(11,178,000)		(32,850,000)	(47,124,000)
Cash flows from investing activities:
Acquisition of trademark	(3,200,000)
Capital expenditures	(184,000)	(305,000)		(1,169,000)	(6,761,000)
Investment made in leasehold improvements	(140,000)	(869,000)		(1,017,000)	(7,179,000)
Investment in Kodiak Spaceport					(1,314,000)
Net cash used in investing activities	(3,524,000)	(1,174,000)		(2,186,000)	(15,254,000)
Cash flows from Financing Activities
Proceeds from issuance of Series C preferred stock	30,000,000
Issuance cost of Series C preferred stock	(90,000)
Proceeds from issuance of convertible notes		17,900,000		30,352,000	18,235,000
Proceeds from issuance of convertible notes to related parties				648,000	10,600,000
Borrowings on term loans					3,000,000
Repayments on term loans	(300,000)			(200,000)
Borrowings on equipment advances					7,000,000
Repayments on equipment advances	(700,000)	(942,000)		(1,400,000)	(1,964,000)
Borrowings on economic injury disaster loan				500,000
Repayments on economic injury disaster loan				(500,000)
Borrowings on paycheck protection program loan				4,850,000
Proceeds from stock issued under equity plans	228,000	19,000		878,000	34,000
Net cash provided by financing activities	29,138,000	16,977,000		35,128,000	36,905,000
Net increase (decrease) in cash and cash equivalents	11,937,000	4,625,000		92,000	(25,473,000)
Cash and cash equivalents at beginning of period	10,611,000	10,519,000		10,519,000	35,992,000
Cash and cash equivalents at end of period	22,548,000	15,144,000	$ 10,611,000	10,611,000	10,519,000
Non-cash activities:
Kodiak Spaceport financing obligation					765,000
Change in redemption value of convertible preferred stock	1,011,726,000
Assets acquired included in accounts payable	492,000	468,000		448,000	1,255,000
Supplemental disclosures of cash flow information:
Cash paid for interest	80,000	$ 141,000		414,000	$ 359,000
Holicity Inc.
Cash flows from operating activities:
Net loss	(19,962,564)		(7,342,273)
Adjustments to reconcile net loss to cash flows used in operating activities
Interest earned on marketable securities held in Trust Account	(14,038)		(46,957)
Deferred warrant offering costs			458,500
Change in fair value of warrant liabilities	18,553,333		5,940,000
Formation costs paid by Sponsor			3,581
Changes in operating assets and liabilities:
Prepaid expenses	(1,896)		(185,104)
Accrued expenses	908,880		75,105
Franchise tax payable	(66,543)		116,667
Net cash used in operating activities	(582,828)		(980,481)
Cash flows from investing activities:
Investment of cash into Trust Account			(300,000,000)
Cash withdrawn from Trust Account to pay franchise taxes	48,335
Net cash used in investing activities	48,335		(300,000,000)
Cash flows from Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid			294,262,000
Proceeds from sale of Private Placement Warrants			8,000,000
Repayment of promissory note - related party			(157,089)
Issuance cost of Series C preferred stock			(134,002)
Net cash provided by financing activities			301,970,909
Net increase (decrease) in cash and cash equivalents	(534,493)		990,428
Cash and cash equivalents at beginning of period	990,428
Cash and cash equivalents at end of period	455,935		990,428	$ 990,428
Non-Cash financing activities:
Change in value of common stock subject to redemption	$ (19,962,570)
Initial classification of common stock subject to possible redemption			258,231,930
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities			21,313,333
Deferred underwriting fee payable			10,500,000
Offering costs paid directly by Pendrell in exchange for issuance of Class B common stock			25,000
Payment of offering costs through promissory note - related party			$ 128,958

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	7 Months Ended	12 Months Ended
	Jan. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies (Textual)
Rent expenses		$ 200		$ 600	$ 800
Deferred rent			$ 800	$ 800	400
Rent commitments description				On March 24, 2020, the City of Alameda, CA, located in Alameda County, issued an eviction moratorium (“Alameda Moratorium”). The Alameda Moratorium allows tenants up to 12 months to repay rent that became overdue between March 24, 2020 and 30 days after the end of the local public health emergency, and Landlords cannot charge late fees or take punitive action during this period. This deferral began in April 2020 for all rent payments to the Company’s properties located in the City of Alameda. The Company expects to remit payment to the City of Alameda for all rent deferred in 2021. The amount of the payments deferred into 2021 amounted to $0.4 million.
Subsequent Event [Member]
Commitments and Contingencies (Textual)
Payment for legal settlement	$ 4,250
Settlement agreement payment description	On January 31, 2021, the Company and Atmospheric entered into a settlement agreement (“Settlement Agreement”) in the amount of $4.25 million to be remitted in February. The Settlement Agreement further stated that by no later than one calendar year from January 31, 2021, Atmospheric will forever cease use of the marks under the ASTRA Registrations, including in connection with any advertising, website displays, or search engine optimization activities and/or in connection with any product, service or related offerings. The Settlement Agreement further requires Atmospheric to transfer ownership of any domain names registered, owned, or controlled by Atmospheric that incorporate or consist of the term “ASTRA” or any similar term within one year of January 31, 2021. The Company recorded $1.05 million of the expected $4.25 million settlement as a legal accrual within the Consolidated Balance Sheets as of December 31, 2020 relating to the cost of past use and trademark infringement. The residual balance is expected to be recorded as an intangible trademark asset in 2021 upon settlement.
Research and Development Expense [Member]
Commitments and Contingencies (Textual)
Rent expenses				$ 500	700
General and Administrative Expense [Member]
Commitments and Contingencies (Textual)
Rent expenses				$ 100	$ 100
Holicity Inc.
Commitments and Contingencies (Textual)
Cash underwriting discount rate		$ 0.20	$ 0.20
Sale of stock underwriting fees		$ 6,000	$ 6,000
Payable to the underwriters per share		$ 0.35	$ 0.35
Sale of stock deferred underwriting fees		$ 10,500	$ 10,500

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)			3 Months Ended		7 Months Ended	12 Months Ended
	Aug. 11, 2020	Aug. 07, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Description of Organization, Business Operations and Basis of Presentation (Textual)
Warrants issued (in Shares)					722,586	722,586
Net loss			$ (158,972,000)	$ (11,981,000)		$ (68,293,000)	$ (53,179,000)
Other comprehensive income (loss)			0	0		$ 0	$ 0
Common Stock
Description of Organization, Business Operations and Basis of Presentation (Textual)
Acquisition of outstanding equity interests			$ 2,030,000,000
Common Class A
Description of Organization, Business Operations and Basis of Presentation (Textual)
Common stock, par value			$ 0.000001		$ 0.000001	$ 0.000001	$ 0.000001
Net loss			$ (40,862,000)	$ (1,389,000)		$ (8,120,000)	$ (5,989,000)
Holicity Inc.
Description of Organization, Business Operations and Basis of Presentation (Textual)
Stock Issued During Period, Value, New Issues					$ 25,000
Units in shares (in Shares)		300,000,000
Transaction cost amount			16,900,000		16,900,000
Underwriting fees			6,000,000		6,000,000
Deferred underwriting fees			10,500,000		10,500,000	10,500,000
Other offering costs					400,000	400,000
Cash			500,000		1,000,000	1,000,000
Initial public offering, total			$ 300,000,000		$ 300,000,000
Initial public offering maturity period			185 days		185 days
Business combination of owns or acquires of the voting			50.00%		50.00%
Percentage of shares to shares outstanding			20.00%		20.00%
Obligation to redeem percentage			100.00%		100.00%
Maximum net interest to pay dissolution expenses					$ 100,000
Other offering costs			$ 400,000
Maximum net interest to pay dissolution expenses			$ 100,000
Per unit price (in Dollars per share)		$ 10.00	$ 10.00
Net loss			$ (19,962,564)		(7,342,273)
Holicity Inc. \| Minimum
Description of Organization, Business Operations and Basis of Presentation (Textual)
Tangible assets required to proceed with business combination net			$ 5,000,001		$ 5,000,001	$ 5,000,001
Holicity Inc. \| Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Units in shares (in Shares)		30,000,000
Per unit price (in Dollars per share)		$ 10.00
Holicity Inc. \| Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Per unit price (in Dollars per share)			$ 10.00
Warrants issued (in Shares)	333,333	5,000,000	5,333,333		5,333,333	5,333,333
Price per warrants issued (in Dollars per share)	$ 1.50	$ 1.50			$ 1.50	$ 1.50
Gross proceeds	$ 500,000	$ 7,500,000			$ 8,000,000
Per share price					$ 10.00	10.00
Holicity Inc. \| Over Allotments [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)	2,500,000
Per unit price (in Dollars per share)	$ 10.00
Gross proceeds	$ 25,000,000				$ 300,000,000
Per unit price (in Dollars per share)	$ 10.00
Holicity Inc. \| Common Class A
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)			20,000,000
Per share price (in Dollars per share)			$ 10.00
Stock Issued During Period, Value, New Issues			$ 200,000,000
Common stock, par value			$ 0.0001		$ 0.0001	0.0001
Per unit price (in Dollars per share)		$ 11.50
Holicity Inc. \| Common Class A \| Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)					27,500,000
Per share price (in Dollars per share)					$ 10.00	$ 10.00
Stock Issued During Period, Value, New Issues					$ 275,000,000
Units in shares (in Shares)		27,500,000
Per unit price (in Dollars per share)		$ 10.00
Gross proceeds		$ 275,000,000
Common stock, par value		$ 0.0001
Per share price		11.50
Per unit price (in Dollars per share)		$ 10.00
Holicity Inc. \| Common Class A \| Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Units in shares (in Shares)		5,000,000
Per unit price (in Dollars per share)		$ 11.50
Gross proceeds		$ 7,500,000

Income Taxes - Reconciliation Between the Effective Tax Rate on Income from Continuing Operations and the Statutory Tax Rate (Detail)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Statutory federal income tax rate		21.00%	21.00%
Tax credits		1.00%	2.20%
Stock-based compensation			(0.10%)
Convertible Notes interest limitation		(1.60%)
Fair value adjustment		2.50%
Change in valuation allowance		(22.80%)	(22.30%)
Other		(0.10%)	(0.80%)
Effective tax rate		0.00%	0.00%
Holicity Inc.
Statutory federal income tax rate	21.00%
Non-deductible change in fair value of warrant liabilities	(17.00%)
Non-deductible warrant offering costs	(2.10%)
Change in valuation allowance	(1.90%)

Stock-based Compensation - Summary of Fair Value Assumption Of Common Stock (Parenthetical) (Detail)	Dec. 31, 2020 USD ($)
Series C Preferred Stock [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Preferred stock shares purchase price	$ 6.62

Private Placement	3 Months Ended	7 Months Ended
Private Placement	Mar. 31, 2021	Dec. 31, 2020
Holicity Inc.
PRIVATE PLACEMENT	Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering and the partial exercise of the Over-Allotment Option, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees unless the Company calls for a redemption of all warrants when the reported price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share. The sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,000,000 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7.5 million. On August 11, 2020, simultaneously with the sale of the Over-Allotment Units discussed in Note 4, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 333,333 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. The sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Description of Business	3 Months Ended	7 Months Ended	12 Months Ended
Description of Business	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
Description of Business	Note 1 — Description of Business Astra Space, Inc. (“Astra” or the “Company”) is a launch vehicle company which designs, tests, manufactures and operates next generation space services that will enable a new generation of global communications, earth observation, precision weather monitoring, navigation, and surveillance capabilities. The Company’s goal is to improve life on our planet through greater connectivity and more regular observation and to enable a wave of innovation in low Earth orbit by offering smaller more frequent launches. Since 2017, the Company has conducted a number of successful test launches and in December 2020 the Company completed another partially successful launch, bringing the Company one-step closer to reaching commercial viability. The Company was incorporated in September 2016 in Delaware, and is currently headquartered in Alameda, California where it also maintains its research and manufacturing facilities. Since August 2019, the Company also utilizes a dedicated spaceport in Kodiak, Alaska. The Company has incurred recurring losses since its inception, including net losses of $159.0 million and $12.0 million for the three months ended March 31, 2021 and 2020, respectively. There was no other comprehensive income or loss attributable to the three months ended March 31, 2021 and 2020. Business Combination On February 2, 2021, the Board of Directors of Holicity Inc., a Delaware corporation (“Holicity”), unanimously approved an agreement and plan of merger by and among Holicity, Holicity Merger Sub Inc., a wholly owned subsidiary of Holicity (“Merger Sub”), the Company and Chris Kemp, solely in his capacity as representative of the stockholders of the Company (the “Stockholder Representative”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by Holicity’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Holicity (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, Holicity will be renamed “Astra Space, Inc.”, which will be referred to as “New Astra”. Under the Merger Agreement, Holicity has agreed to acquire all of the outstanding equity interests of the Company for approximately $2.03 billion in aggregate consideration. The Company’s stockholders will receive consideration in the form of shares of common stock of New Astra. The Company expects the transaction to close in the second quarter of the year ended December 31, 2021.		Note 1 — Description of Business Astra Space, Inc. (“Astra” or the “Company”) is a launch vehicle company which designs, tests, manufactures and operates next generation space services that will enable a new generation of global communications, earth observation, precision weather monitoring, navigation, and surveillance capabilities. The Company’s goal is to improve life on our planet through greater connectivity and more regular observation and to enable a wave of innovation in low Earth orbit by offering smaller more frequent launches. Since 2017, the Company has conducted a number of successful test launches and in December 2020 the Company completed another partially successful launch, bringing the Company one-step closer to reaching commercial viability. The Company was incorporated in September 2016 in Delaware, and is currently headquartered in Alameda, California where it also maintains its research and manufacturing facilities. Since August 2019, the Company also utilizes a dedicated spaceport in Kodiak, Alaska. The Company has incurred recurring losses since its inception, including net losses of $68.3 million and $53.2 million for the years ended December 31, 2020 and 2019, respectively. There was no other comprehensive income or loss attributable to the years ended December 31, 2020 and 2019.
Holicity Inc.
Description of Business	Note 1—Description of Organization, Business Operations and Basis of Presentation These condensed consolidated financial statements include the accounts of Holicity Inc. and its consolidated subsidiary (collectively referred to as the “Company”). Holicity Inc. was incorporated in Delaware on June 2, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to initially focus its search on identifying a prospective target business in the technology, media and telecommunications (“TMT”) industries in the United States and other developed countries. The Company’s sponsor is X-icity Holdings Corporation (formerly Pendrell Holicity Holdings Corporation), a Washington corporation (the “sponsor”). On February 2, 2021, the Company entered into a business combination agreement by and among the Company, Holicity Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Astra Space, Inc. (“Astra”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement is approved by the Company’s and Astra’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Astra with Astra surviving the merger as a wholly-owned subsidiary of the Company (the “Astra Merger”). In addition, in connection with the consummation of the Astra Merger (the “Closing”), the Company will be renamed “Astra Space, Inc.” and is referred to herein as “New Astra” as of the time following such change of name. For more detailed information regarding the Astra Merger, see Note 9. The Sponsor intends to finance the Astra Merger in part with net proceeds from the initial public offering discussed below (see also Notes 3 and 4) and in part with the proceeds from private placements of an aggregate of 20,000,000 shares of Holicity Class A common stock to certain private placement investors for $10.00 per share for aggregate gross proceeds of $200.0 million to be issued at the Closing. Should the Astra Merger not be successful, the Company will continue to search for another business combination. All activity for the period from June 2, 2020 (inception) through March 31, 2021 relates to the Company’s formation, its Initial Public Offering (as defined below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds of the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2020. On August 7, 2020, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $275.0 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7.5 million. On August 11, 2020, the underwriters purchased 2,500,000 in a partial exercise of their option to purchase additional Units (the “Over-Allotment Units”) to cover over-allotments (the “Over-Allotment Option”). The Over-Allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25.0 million. Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 333,333 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.5 million. Transaction costs amounted to $16.9 million, consisting of $6.0 million of underwriting fees, $10.5 million of deferred underwriting fees and $0.4 million of other offering costs. At March 31, 2021, cash of approximately $0.5 million was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering, a total of $300.0 million, consisting of the net proceeds of the Initial Public Offering, the Private Placement, the partial exercise of the Over-Allotment Option and the Over-Allotment Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined above) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until August 7, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24- month time period. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Holicity Inc. (the “Company”) was incorporated in Delaware on June 2, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to initially focus its search on identifying a prospective target business in the technology, media and telecommunications (“TMT”) industries in the United States and other developed countries. The Company’s sponsor is X-icity Holdings Corporation (formerly Pendrell Holicity Holdings Corporation), a Washington corporation (the “sponsor”). On February 2, 2021, the Company entered into a business combination agreement by and among the Company, Holicity Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Astra Space, Inc. (“Astra”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement is approved by the Company’s and Astra’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Astra with Astra surviving the merger as a wholly-owned subsidiary of the Company (the “Astra Merger”). In addition, in connection with the consummation of the Astra Merger (the “Closing”), the Company will be renamed “Astra Space, Inc.” and is referred to herein as “New Astra” as of the time following such change of name. For more detailed information regarding the Astra Merger, see Note 11. The Sponsor intends to finance the Astra Merger in part with net proceeds from the initial public offering discussed below (see also Notes 4 and 5). Should the Astra Merger not be successful, the Company will continue to search for another business combination. All activity for the period from June 2, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its Initial Public Offering (as defined below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds of the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2020. On August 7, 2020, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $275.0 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7.5 million. On August 11, 2020, the underwriters purchased 2,500,000 in a partial exercise of their option to purchase additional Units (the “Over-Allotment Units”) to cover over-allotments (the “Over-Allotment Option”). The Over-Allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25.0 million. Simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 333,333 Private Placement Warrants to the sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.5 million. Transaction costs amounted to $16.9 million, consisting of $6.0 million of underwriting fees, $10.5 million of deferred underwriting fees and $0.4 million of other offering costs. At December 31, 2020, cash of approximately $1.0 million was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering, a total of $300.0 million, consisting of the net proceeds of the Initial Public Offering, the Private Placement, the partial exercise of the Over-Allotment Option and the Over-Allotment Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined above) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until August 7, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time period. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Long-Term Debt- Schedule of Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
2021 (remaining nine months)	$ 3,000
Year one	6,887	$ 63,835
Year two	400	6,886
Year three		400
Year four		0
After year three	0
After year four		0
Total	10,287	71,121
Term Loan [Member]
Debt Instrument [Line Items]
2021 (remaining nine months)	900
Year one	1,200	1,200
Year two	400	1,200
Year three		400
Year four		0
After year three	0
After year four		0
Total	2,500	2,800
Equipment Advances [Member]
Debt Instrument [Line Items]
2021 (remaining nine months)	2,100
Year one	837	2,800
Year two		836
Year four		0
After year three	0
After year four		0
Total	2,937	3,636
Paycheck Protection Program [Member]
Debt Instrument [Line Items]
Year one	4,850
Year two		4,850
Year four		0
After year three	0
After year four		0
Total	4,850	4,850
Convertible Notes [Member]
Debt Instrument [Line Items]
Year one		59,835
Year four		0
After year three	$ 0
After year four		0
Total		$ 59,835

Stockholders' Equity

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Stockholders' Equity

Note 10 — Stockholders’ Equity

Common Stock

The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock (collectively, the “Common Stock”). The holder of each share of Class A common stock is entitled to one vote per share, while the holder of each share of Class B common stock is entitled to ten votes per share. As of March 31, 2021, the Company was authorized to issue 322,000,000 shares of Class A common stock and 92,500,000 shares of Class B common stock, each with a par value of $0.000001 per share.

There were 25,328,668 and 23,578,583 shares of Class A common stock issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. The number of shares of Class B common stock issued and outstanding was 70,100,000 and 71,100,000 as of March 31, 2021 and December 31, 2020. For the three months ended March 31, 2021, 1,000,000 shares of Class B common stock were converted into 1,000,000 shares of Class A common stock by holders.

Holders of the Company’s Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. Any dividends paid to the holders of the Class A common stock and Class B common stock will be paid on a pro rata basis. As of March 31, 2021 and December 31, 2020, the Company had not declared any dividends. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Shares of Class B common stock are convertible into an equivalent number of shares of Class A common stock and generally convert into shares of Class A common stock upon cessation of employment or transfer, except for certain transfers described in the Company’s amended and restated certificate of incorporation. Class A common stock and Class B common stock are referred to, collectively, as Common Stock throughout the notes to these condensed consolidated financial statements, unless otherwise indicated.

Founders Convertible Preferred Stock

18,500,000 shares of Founders Convertible Preferred Stock were issued in 2016. Upon vesting, the compensation expense associated with the Founders Convertible Preferred Stock is recorded as stock-based compensation based on the fair value of the Founders Convertible Preferred Stock on the grant date. The Founders Convertible Preferred Stock was fully vested as of December 31, 2018. The Founders Convertible Preferred Stock can be converted into Class A common stock or Class B common stock on a one-to-one basis at any time. The Founders Convertible Preferred Stock also includes the right to sell to an investor in connection with an equity financing, at which point the Founders Convertible Preferred Stock would be subject to an automatic conversion into issued series preferred stock sold by the Company in such equity financing. The Founders Convertible Preferred Stock is presented as a component of the Company’s permanent equity.

On January 28, 2021, Chris Kemp, Founder and CEO, and Adam London, Founder and CTO entered into a stock purchase agreement with certain investors whereby Mr. Kemp sold a total of 3,775,879 shares of Founders Convertible Preferred Stock while Mr. London sold a total of 2,265,529 shares of Founders Convertible Preferred Stock. Additionally, Mr. Kemp and Mr. London each transferred 794,015 shares of Founders Convertible Preferred Stock, for a total of 1,588,030 shares to certain investors as part of the Series C Financing. The Founders Convertible Preferred Stock that were sold and transferred converted into Series C preferred stock upon sale and transfer. There were 10,870,562 and 18,500,000 shares of Founders Convertible Preferred Stock outstanding as of March 31, 2021 and December 31, 2020, respectively.

Convertible Preferred Stock

From the Company’s inception through March 2021, the Company raised approximately $100.2 million of cash capital contributions, net of issuance costs, through the issuance of three rounds of convertible preferred equity.

On January 28, 2021, the Company closed the issuance of Series C convertible preferred stock at a cash purchase price of $6.62 per share and a conversion price of $1.33 or $1.71 per share for the conversion of all outstanding Convertible Notes. The agreed upon conversion prices were negotiated between the Company and certain investors based on pre-money and fully diluted valuations. The Company issued Series C convertible preferred stock for a combination of cash of $30.0 million and conversion of outstanding Convertible Notes and accrued interest of $61.0 million, for 4,531,055 and 38,323,292 shares, respectively. Refer to Note 6 — Long-Term Debt for the settlement of Convertible Notes into Series C convertible preferred stock.

The three classes of convertible preferred stock are: Series A convertible preferred stock, Series B convertible preferred stock and Series C convertible preferred stock (collectively, the “Convertible Preferred Stock”).

As of March 31, 2021, the Company’s Convertible Preferred Stock consisted of:


Series	Shares Outstanding		Liquidation Price Per Share		Conversion Price Per Share		Annual Noncumulative Dividend Rights Per Share
A		65,780,540	$	0.243233	$	0.243233	$	0.019459
B		70,713,123		1.333008		1.333008		0.106640
C		50,483,785		6.620970		6.620970		0.529680

Total		186,977,448

Voting Rights and Dividends

Each holder of the Convertible Preferred Stock is entitled to a number of votes equal to the number of whole shares of Class A common Stock into which such holder’s shares are convertible as defined in the amended and restated certificate of incorporation. The holders of outstanding Convertible Preferred Stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, and additional dividends or distributions are distributed to all holders of Common Stock, Founders Convertible Preferred Stock and Convertible Preferred Stock in proportion to the number of shares of common stock what would be held on an “as converted” basis. Through March 31, 2021, no dividends have been declared or paid.

Liquidation

In the event of a liquidation event (as defined), the holders of the Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Founders Convertible Preferred Stock and Common Stock, by reason of their ownership, an amount per share equal to the liquidation price per share for each outstanding share of the Convertible Preferred Stock, plus any declared but unpaid dividends thereon to the date fixed for such distribution. If the assets of the Company legally available for distribution are insufficient to permit the payment of the full preferential amounts to the holders of the Convertible Preferred Stock, then the entire assets available for distribution to stockholders are distributed ratably among the holders of the Convertible Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

Upon the completion of the distribution to the holders of Series A, Series B and Series C Convertible Preferred Stock, the holders of outstanding shares of Founders Convertible Preferred Stock and Common Stock are entitled to receive all of the remaining assets of the Company pro rata based on the number of shares of Common Stock held by each assuming conversion of all such Founders Convertible Preferred Stock into Common Stock.

Each of the Convertible Preferred Stock shares are conditionally puttable by the holders upon Deemed Liquidation events, which includes a change of control or a sale of substantially all the Company’s assets. The Company determined that triggering events that could result in a Deemed Liquidation are not solely within the control of the Company. Therefore, the Convertible Preferred Stock is classified outside of permanent equity (i.e., temporary equity). The Convertible Preferred stock is subject to standard protective provisions, none of which provide creditor rights. As of December 31, 2020, the Company is not required to remeasure the Convertible Preferred Stock to the redemption value as none of the Deemed Liquidation events were probable at the time.

On January 28, 2021, concurrent with Series C Financing, the Company amended its certificate of incorporation to add a merger with a special purpose acquisition company (“SPAC Transaction”) as one of the defined Deemed Liquidation events. In addition, upon triggering of the Deemed Liquidation events, the holders of the Convertible Preferred Stock are entitled to receive the greater of their liquidation preference per share and the as converted value per share. As of March 31, 2021, the Company assessed the probability of a SPAC Transaction to be probable and therefore, the Convertible Preferred Stock are considered probable of becoming redeemable.

Subsequent measurement of Convertible Preferred Stock is then required for the three months ended March 31, 2021. The Company elected to apply the current redemption value method to measure the redeemable Convertible Preferred Stock. Under this method, changes in the redemption value are recognized immediately as they occur and the carrying value of the Convertible Preferred Stock is adjusted to the redemption value at the end of each reporting date. In the absence of retained earnings, adjustments to redemption value were recorded against additional paid-in capital, if any, and then to accumulated deficit. As of March 31, 2021, adjustments to the carrying amount of the Convertible Preferred Stock of $1.1 billion, reflecting the estimated redemption value of $7.18 per share as of March 31, 2021, are treated as deemed dividends and are recognized against additional paid-in capital and accumulated deficit on the Condensed Consolidated Balance Sheet.

Conversion

The holders of the Convertible Preferred Stock shall have conversion rights as follows:

Right to Convert: Each of the Company’s Convertible Preferred Stock shall be convertible at the option of the holder thereof into a number of fully paid and nonassessable shares of Class A common Stock as is determined by dividing the liquidation preference by the conversion price for each series, respectively.

Automatic Conversion: Each share of the Convertible Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Class A common Stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then-outstanding shares of Convertible Preferred Stock, voting as a separate class on an as-converted basis or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $19.9 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $30.0 million.

Redemption

Convertible Preferred Stock are not mandatorily redeemable.

Note 9 — Stockholders’ Equity

Common Stock

The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock (collectively, the “Common Stock”). The holder of each share of Class A common stock is entitled to one vote per share, while the holder of each share of Class B common stock is entitled to ten votes per share. As of December 31, 2020, the Company was authorized to issue 265,000,000 shares of Class A common stock and 92,500,000 shares of Class B common stock, each with a par value of $0.000001 per share.

There were 23,578,583 and 9,194,900 shares of Class A common stock issued and outstanding as of December 31, 2020 and 2019, respectively. The number of shares of Class B common stock issued and outstanding was 71,100,000 number of shares as of December 31, 2020 and 2019. In addition to restricted stock awards activities, for year ended December 31, 2020, 2,900,000 shares of Class B common stock were converted into 2,900,000 shares of Class A common stock by holders.

Holders of the Company’s Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. Any dividends paid to the holders of the Class A common stock and Class B common stock will be paid on a pro rata basis. As of December 31, 2020, and 2019, the Company had not declared any dividends. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Shares of Class B common stock are convertible into an equivalent number of shares of Class A common stock and generally convert into shares of Class A common stock upon cessation of employment or transfer, except for certain transfers described in the Company’s amended and restated certificate of incorporation. Class A common stock and Class B common stock are referred to, collectively, as Common Stock throughout the notes to these consolidated financial statements, unless otherwise indicated.

Founders Convertible Preferred Stock

Convertible Preferred Stock

From the Company’s inception through December 2020, the Company raised approximately $70.2 million of cash capital contributions, net of issuance costs, through the issuance of two rounds of convertible preferred equity. Included in Series B convertible preferred stock is $37.8 million related to the settlement of previously issued convertible notes. These convertible notes were issued in 2017 and contractually settled upon closing of the Series B financing in 2018. The two classes of convertible preferred stock are: Series A convertible preferred stock and Series B convertible preferred stock (collectively, the “Convertible Preferred Stock”).

As of December 31, 2020, the Company’s Convertible Preferred Stock consisted of:


Series	Shares Outstanding		Liquidation Price Per Share		Conversion Price Per Share		Annual Noncumulative Dividend Rights Per Share
A		65,780,540	$	0.243233	$	0.243233	$	0.019459
B		70,713,123		1.333008		1.333008		0.106640

Total		136,493,663

Voting Rights and Dividends

Each holder of the Convertible Preferred Stock is entitled to a number of votes equal to the number of whole shares of Class A common Stock into which such holder’s shares are convertible as defined in the amended and restated certificate of incorporation. The holders of outstanding Convertible Preferred Stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, and additional dividends or distributions are distributed to all holders of Common Stock, Founders Convertible Preferred Stock and Convertible Preferred Stock in proportion to the number of shares of common stock what would be held on an “as converted” basis. Through December 31, 2020, no dividends have been declared or paid.

Liquidation

Upon the completion of the distribution to the holders of Series A and Series B Convertible Preferred Stock, the holders of outstanding shares of Founders Convertible Preferred Stock and Common Stock are entitled to receive all of the remaining assets of the Company pro rate based on the number of shares of Common Stock held by each assuming conversion of all such Founders Convertible Preferred Stock into Common Stock.

Each of the Convertible Preferred Stock shares are conditionally puttable by the holders upon Deemed Liquidation events, which includes a change of control or a sale of substantially all the Company’s assets. The Company determined that triggering events that could result in a Deemed Liquidation are not solely within the control of the Company. Therefore, the Convertible Preferred Stock is classified outside of permanent equity (i.e., temporary equity). The Convertible Preferred Stock is not being accreted to its redemption value as it is not probable that the Convertible Preferred Stock will become redeemable as of December 31, 2020. The Company continues to monitor circumstances that may cause the Convertible Preferred Stock to become currently redeemable or probable of becoming redeemable. The Convertible Preferred stock is subject to standard protective provisions, none of which provide creditor rights.

Conversion

The holders of the Convertible Preferred Stock shall have conversion rights as follows:

Right to Convert: Each of the Company’s Series A and Series B Convertible Preferred Stock shall be convertible at the option of the holder thereof into a number of fully paid and nonassessable shares of Class A common Stock as is determined by dividing the liquidation preference by the conversion price for each series, respectively.

Automatic Conversion: Each share of the Convertible Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Class A common Stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then-outstanding shares of Convertible Preferred Stock, voting as a separate class on an as-converted basis or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $4.00 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $30.0 million.

Redemption

Series A and Series B Convertible Preferred Stock are not mandatorily redeemable.

Beneficial Conversion Features (“BCFs”)

The Company assessed whether BCFs exist for the optional conversion rights that do not require bifurcation as derivatives. If the conversion option is in-the-money as of the commitment date, the Convertible Preferred Stock contains a BCF. The BCF is recognized as a deemed dividend against the carrying amount of the Convertible Preferred Stock. Additionally, the Company continues to monitor for the issuance of additional shares below the conversion price, which could result in a contingent BCF. No BCF was recognized as of December 31, 2020 and 2019.

Furthermore, the Convertible Preferred Stock contains a down-round protection provision that reduces the conversion price if the Company issues shares at less than the conversion price or for no consideration. As such, if this provision is triggered, it could result in the conversion option becoming more beneficial if such adjustment causes the applicable conversion price to decline below the commitment date fair value of the Common Stock. If this occurs, a contingent BCF will be recognized at the date of such adjustment.

Holicity Inc.

Stockholders' Equity

Note 7—Stockholders’ Equity

Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At March 31, 2021 and December 31, 2020, there were 6,173,064 and 4,176,807 shares of Class A common stock issued or outstanding, excluding 23,826,936 and 25,823,193 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At March 31, 2021 and December 31, 2020, there were 7,500,000 shares of Class B common stock issued and outstanding.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the sponsor or its permitted transferees, unless the Company calls for a redemption of all warrants when the reported price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share (subject to the conditions described in more detail below). If the Private Placement Warrants are held by someone other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may only call the Public Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, (i) the warrants are currently exercisable, (ii) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and (iii) the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The Company may call both the Private Placement Warrants and the Public Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.10 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, (i) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, and (ii) the last reported sales price of the Class A common stock reported has been at least $10.00 per share on the trading day prior to the date on which notice of the redemption is given.

During this 30-day redemption period in connection with a redemption of warrants when the price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share, the holders of the warrants may elect to receive, in lieu of the redemption price, a number of shares of Class A common stock per warrant determined by reference to the table as set forth in the warrant agreement.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 8. STOCKHOLDERS’ EQUITY

Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2020, there were 4,176,807 shares of Class A common stock issued and outstanding, excluding 25,823,193 shares of Class A common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. In June 2020, the Company issued 7,187,500 shares of Class B common stock. On August 4, 2020, the Company effected a Stock Split resulting in 7,906,250 shares of Class B common stock outstanding. On September 21, 2020, the Company forfeited 406,250 shares of Class B common stock as a result of the partial exercise of the underwriters’ Over-Allotment Option so that the initial stockholders collectively own 20% (7,500,000 shares) of the Company’s issued and outstanding common stock (see Note 4). At December 31, 2020, there were 7,500,000 shares of Class B common stock issued and outstanding.

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may call the Public Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Lease - Summary of Cash Flow Arising From Lease Transaction (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Cash paid for amounts included in the measurements of lease liabilities:
Operating cash inflows/(outflows) from operating leases	$ (10)
Operating cash inflows/(outflows) from finance leases	0
Financing cash inflows/(outflows) from finance leases	0
Supplemental non-cashinformation on lease liabilities arising from obtaining right-of-use assets
Operating leases	0
Finance leases	$ 0

Summary of Significant Accounting Policies

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Holicity Inc.

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The Company has selected December 31 as its fiscal year end.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 12, 2021, as amended by Form 10-K/A filed with the SEC on May 3, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 12, 2021, as amended by Form 10-K/A filed with the SEC on May 3, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statements declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately $0.5 million of cash and a working capital deficit of $0.4 million.

Prior to the completion of the Initial Public Offering (Note 3) and the Private Placement (Note 4), the Company’s liquidity needs had been satisfied through the sponsor’s payment of $25,000 of the Company’s liabilities in exchange for the issuance of the Founder Shares, and a promissory note (the “Note”) issued by the sponsor (Note 5). The Company repaid the Note on August 7, 2020.

Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the sponsor may provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company has sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

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 revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities. Through March 31, 2021, the Company had withdrawn an aggregate of $48,335 of interest earned on the Trust Account to pay franchise taxes as permitted.

Warrant Liabilities

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 common stock, 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 Monte Carlo simulation approach for the Private Placement Warrants and market price for the public warrants (see Note 8).

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, there were 23,826,936 and 25,823,193 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets 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 included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s currently taxable income primarily consists of interest income on the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2021, was 0%, which differs from the expected income tax rate due to the Company recording a full valuation allowance on its deferred tax assets as of March 31, 2021.

Net Loss per Common Share

Net loss per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 15,333,333 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s condensed consolidated statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account of $14,038 for the three months ended March 31, 2021 (net of applicable franchise and income taxes of approximately $14,000 for the three months ended March 31, 2021), by the weighted average number of Class A common stock for the period. Net loss per common share, basic and diluted, for Class B common stock is calculated by dividing the net loss, less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three months ended March 31, 2021
Class A Common Stock
Numerator: Earnings allocable to Class A common stock
Interest income	$	14,038
Income and franchise tax		(14,038	)

Net Income	$	—

Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted		30,000,000
Earnings per share/basic and diluted Class A common stock	$	0.00
Class B Common Stock
Numerator: Net loss less Class A common stock net income
Net loss	$	(19,962,564	)
Class A common stock net income		—

Net loss	$	(19,962,564	)

Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted		7,500,000
Loss per share/basic and diluted Class B common stock	$	(2.66	)

Note:

for the three months ended March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Warrant Liabilities

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 25,823,193 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs amounted to $16.9 million of which $0.7 million were allocated to the warrant liabilities and expensed immediately and $16.2 million were charged to stockholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the Over-Allotment Option.

Income Taxes

The Company’s currently taxable income primarily consists of interest income on the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from June 2, 2020 (inception) through December 31, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the period from June 2, 2020 (inception) through December 31, 2020 was 0%, which differs from the expected income tax rate due to the Company recording a full valuation allowance on its deferred tax assets as of December 31, 2020.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 15,333,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income (loss) per common share, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account of $46,957 for the period from June 2, 2020 (inception) through December 31, 2020 (net of applicable franchise and income taxes of approximately $47,000), by the weighted average number of Class A common stock for the period. Net loss per common share, basic and diluted, for Class B common stock is calculated by dividing the net loss, less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	For the period from June 2, 2020 (inception) through December 31, 2020
Class A Common Stock
Numerator: Earnings allocable to Class A common stock
Interest income	$	46,957
Income and franchise tax		(46,957	)

Net Income	$	—

Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted		30,000,000
Earnings per share/basic and diluted Class A common stock	$	0.00
Class B Common Stock
Numerator: Net loss less Class A common stock net income
Net loss	$	(7,342,273	)
Class A common stock net income		—

Net loss	$	(7,342,273	)

Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted		7,500,000
Loss per share/basic and diluted Class B common stock	$	(0.98	)

Note:

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Recent Accounting Pronouncements

Proposed Business Combination - Additional Information (Detail) - Holicity Inc. $ / shares in Units, $ in Millions	Feb. 02, 2021 USD ($) $ / shares shares
Business combination description	(a)(x) $2,030,000,000.00 plus (y) the aggregate exercise price of all of the options to purchase shares of Astra common stock (“Astra Options”) and warrants to purchase shares of Astra common stock (“Astra Warrants”) described in the Business Combination Agreement divided by (b) the number of all outstanding shares, as of the date hereof, of Astra common stock (including (A) shares of Astra common stock issuable upon conversion of the Astra Preferred Stock outstanding on the date hereof, (B) any shares of Astra common stock issued or issuable upon the exercise of all Astra Options and Astra Warrants outstanding on the date of the Business Combination Agreement and (C) the vesting of Astra restricted shares outstanding as of the date of the Business Combination Agreement). Each share of Astra Class A common stock and each share of Astra Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra Class A common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class A common stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share and each share of Astra Class B common stock and each share of Founders Preferred Stock of Astra (other than dissenting shares and shares of Astra Class B common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class B Common Stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share.
Aggregate consideration	$ 2,030
Percentage of common stock	20.00%
Business combination closing cash	$ 250
Aggregate gross proceeds	$ 200
Description of closing business combination	(i) the first anniversary of the closing of the Astra Merger and (ii) following the closing of the Astra Merger, if the closing price of the New Astra common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing of the Astra Merger. The Investors’ Rights Agreement also restricts the ability of each other stockholder who is a party thereto, including the directors and officers of Astra, to transfer their shares of New Astra common stock, subject to certain permitted transfers, until six (6) months after the closing of the Astra Merger.
Voting percentage	70.00%
Dividend per share (in Dollars per share) \| $ / shares	$ 10.00
Common Class A
Aggregate of common stock (in Shares) \| shares	20,000,000
Common stock price per share (in Dollars per share) \| $ / shares	$ 10
Subsequent Event [Member]
Business combination description	(a)(x) $2,030,000,000.00 plus (y) the aggregate exercise price of all of the options to purchase shares of Astra common stock (“Astra Options”) and warrants to purchase shares of Astra common stock (“Astra Warrants”) described in the Business Combination Agreement divided by (b) the number of all outstanding shares, as of the date hereof, of Astra common stock (including (A) shares of Astra common stock issuable upon conversion of the Astra Preferred Stock outstanding on the date hereof, (B) any shares of Astra common stock issued or issuable upon the exercise of all Astra Options and Astra Warrants outstanding on the date of the Business Combination Agreement and (C) the vesting of Astra restricted shares outstanding as of the date of the Business Combination Agreement). Each share of Astra Class A common stock and each share of Astra Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra Class A common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class A common stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share and each share of Astra Class B common stock and each share of Founders Preferred Stock of Astra (other than dissenting shares and shares of Astra Class B common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class B Common Stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share.
Aggregate consideration	$ 2,030
Divided per share (in Dollars per share) \| $ / shares \| $ / shares	$ 10.00
Percentage of common stock	20.00%
Business combination closing cash	$ 250
Aggregate gross proceeds	$ 200
Description of closing business combination	(i) the first anniversary of the closing of the Astra Merger and (ii) following the closing of the Astra Merger, if the closing price of the New Astra common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing of the Astra Merger. The Investors’ Rights Agreement also restricts the ability of each other stockholder who is a party thereto, including the directors and officers of Astra, to transfer their shares of New Astra common stock, subject to certain permitted transfers, until six (6) months after the closing of the Astra Merger.
Voting percentage	70.00%
Subsequent Event [Member] \| Common Class A
Aggregate of common stock (in Shares) \| shares	20,000,000
Common stock price per share (in Dollars per share) \| $ / shares	$ 10

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Schedule of Components of Lease Cost

The components of lease costs for three months ended March 31, 2021 are as follows (in thousands):


	Three Months Ended March 31, 2021
Operating lease costs	$	253
Finance lease costs:
Amortization of right-of-use assets		—
Interest on lease liabilities		—
Short-term lease costs		—
Variable lease costs		—
Sublease income		—

Total lease costs	$	253

Summary of Cash Flow Arising from Lease Activity

Cash flows arising from lease transactions for the three months ended March 31, 2021 were as follows (in thousands):


	Three Months Ended March 31, 2021
Cash paid for amounts included in the measurements of lease liabilities:
Operating cash inflows/(outflows) from operating leases	$	(10	)
Operating cash inflows/(outflows) from finance leases		—
Financing cash inflows/(outflows) from finance leases		—
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets		—
Operating leases		—
Finance leases		—

Schedule of Future Minimum Lease Payments Under Non Cancellable Leases

Future minimum lease payments under non-cancelable leases in effect as of March 31, 2021 are as follows (in thousands):


Year Ending December 31,	Operating Leases			Finance Leases
2021 (excluding the three months ended March 31, 2021)	$	1,031		$	—
2022		766			—
2023		763			—
2024		762			—
2025		762			—
Thereafter		1,803			—

Total future undiscounted minimum lease payments	$	5,887		$	—
Less: Imputed Interest		(1,181	)		—

Present value of lease liabilities	$	4,706		$	—
Less: Current portion of operating lease obligation		(1,198	)		—

Operating lease obligation, net of current portion	$	3,508		$	—

Summary of Lease Commitments

The following table summarizes our lease commitments as of December 31, 2020:


Year Ending December 31	Minimum Lease Commitment
	(in thousands)
2021	$	712
2022		766
2023		763
2024		762
2025		762
Thereafter		1,708

Total	$	5,473

Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	7 Months Ended	12 Months Ended
	Jan. 28, 2021	Sep. 21, 2020	Aug. 07, 2020	Aug. 04, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2018	Dec. 31, 2016	Jun. 30, 2020	Jun. 04, 2020	Mar. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Subject to possible redemption					186,977,448	136,493,663	136,493,663
Dividends	$ 0						$ 0
Convertible preferred Stock, conversion terms					Automatic Conversion: Each share of the Convertible Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Class A common Stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then-outstanding shares of Convertible Preferred Stock, voting as a separate class on an as-converted basis or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $19.9 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $30.0 million.		Automatic Conversion: Each share of the Convertible Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Class A common Stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then-outstanding shares of Convertible Preferred Stock, voting as a separate class on an as-converted basis or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $4.00 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $30.0 million.
Adjustments to carrying amount of convertible preferred stock					$ 1,011,726
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized					322,000,000	265,000,000	265,000,000						265,000,000
Common stock par value					$ 0.000001	$ 0.000001	$ 0.000001						$ 0.000001
Common stock, shares issued					25,328,668	23,578,583	23,578,583						9,194,900
Common stock, shares outstanding					25,328,668	23,578,583	23,578,583						9,194,900
Common stock, voting rights					One vote per share		One vote per share
Common stock shares issued upon conversion					1,000,000		2,900,000
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized					92,500,000	92,500,000	92,500,000						92,500,000
Common stock par value					$ 0.000001	$ 0.000001	$ 0.000001						$ 0.000001
Common stock, shares issued					70,100,000	71,100,000	71,100,000						71,100,000
Common stock, shares outstanding					70,100,000	71,100,000	71,100,000						71,100,000
Common stock, voting rights					Ten votes per share		Ten votes per share
Common stock shares converted					1,000,000		2,900,000
Founders Convertible Preferred Stock
Class of Stock [Line Items]
Preference shares authorized					18,500,000	18,500,000	18,500,000						18,500,000
Preference shares, par value (in Dollars per share)					$ 0.000001	$ 0.000001	$ 0.000001						$ 0.000001
Convertible preferred stock, issued					10,870,562	18,500,000	18,500,000		18,500,000				18,500,000
Convertible preferred stock, description									The Founders Convertible Preferred Stock can be converted into Class A common stock or Class B common stock on a one-to-one basis at any time.
Number of shares transferred	1,588,030
Preferred stock, shares outstanding					10,870,562	18,500,000	18,500,000						18,500,000
Founders Convertible Preferred Stock \| CEO
Class of Stock [Line Items]
Number of shares sold	3,775,879
Number of shares transferred	794,015
Founders Convertible Preferred Stock \| CTO
Class of Stock [Line Items]
Number of shares sold	2,265,529
Number of shares transferred	794,015
Convertible Preferred Stock
Class of Stock [Line Items]
Subject to possible redemption					186,977,448	136,493,663	136,493,663	136,493,663				136,493,663	136,493,663
Cash capital contribution raised since inception					$ 100,200		$ 70,200
Adjustments to carrying amount of convertible preferred stock					$ 1,100,000
Redemption value per share					$ 7.18
Series C Convertible Preferred Stock
Class of Stock [Line Items]
Subject to possible redemption					50,483,785	50,483,785	50,483,785
Preference shares, par value (in Dollars per share)	$ 0.000001
Cash capital contribution raised since inception								$ 37,800
Stock price	$ 6.62
Proceed from sale of preferred stock	$ 30,000
Conversion of outstanding convertible notes, amount	$ 61,000
Converted preferred stock, shares	4,531,055
Conversion of outstanding convertible notes, shares	38,323,292
Redemption value per share					$ 6.620970
Series C Convertible Preferred Stock \| Minimum
Class of Stock [Line Items]
Conversion price per share	$ 1.33
Series C Convertible Preferred Stock \| Maximum
Class of Stock [Line Items]
Conversion price per share	$ 1.71
Holicity Inc.
Class of Stock [Line Items]
Common stock, shares outstanding				7,906,250
Percentage of shares issued and outstanding		20.00%
Percentage of number of shares					20.00%	20.00%
Preference shares authorized					1,000,000	1,000,000	1,000,000
Preference shares, par value (in Dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Warrants, description					(a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants.	(a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants.
Warrant expiration					5 years	5 years
Common stock, description					If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Public warrants for redemption					The Company may only call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, (i) the warrants are currently exercisable, (ii) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and (iii) the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Company may call both the Private Placement Warrants and the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.	The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Description of private placement warrants and the public warrants for redemption					The Company may call both the Private Placement Warrants and the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, (i) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, and (ii) the last reported sales price of the Class A common stock reported has been at least $10.00 per share on the trading day prior to the date on which notice of the redemption is given. During this 30-day redemption period in connection with a redemption of warrants when the price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share, the holders of the warrants may elect to receive, in lieu of the redemption price, a number of shares of Class A common stock per warrant determined by reference to the table as set forth in the warrant agreement.
Convertible preferred stock, issued					0	0	0
Number of shares sold			300,000,000
Preferred stock, shares outstanding					0	0	0
Stock price			$ 10.00		$ 10.00
Holicity Inc. \| Common Class A
Class of Stock [Line Items]
Common stock, shares authorized					200,000,000	200,000,000	200,000,000
Common stock par value					$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued					6,173,064	4,176,807	4,176,807
Common stock, shares outstanding					6,173,064	4,176,807	4,176,807
Subject to possible redemption					23,826,936	25,823,193	25,823,193
Number of shares transferred					20,000,000
Stock price			$ 11.50
Holicity Inc. \| Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized					20,000,000	20,000,000	20,000,000
Common stock par value					$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001
Common stock, shares issued					7,500,000	7,500,000	7,500,000
Common stock, shares outstanding					7,500,000	7,500,000	7,500,000
Common stock, share issued										7,187,500
Stock Split, shares				7,906,250
Shares forfeited by company		406,250
Aggregate of initial public offering units		7,500,000
Number of shares transferred						7,906,250

CONDENSED CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND STOCKHOLDERS' DEFICIT (Parenthetical)	7 Months Ended
	Dec. 31, 2020 shares
Common Class A \| Holicity Inc.
Net of underwriting discount and offering expenses	30,000,000

Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2021	Feb. 29, 2016
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 888,000	$ 856,000	$ 3,309,000	$ 2,330,000
Impairments on property, plant and equipment	0	0	0	0
Accumulated depreciation	7,385,000		6,866,000	3,556,000
Right-of-use asset	4,612,000
Operating Expense [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	900,000	$ 900,000	3,300,000	2,300,000
ASU 2016-02
Property, Plant and Equipment [Line Items]
Right-of-use asset						$ 4,600,000
Kodiak Spaceport [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense			300,000	$ 100,000
Kodiak Spaceport [Member] \| Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Capitalized construction costs	2,100,000		2,100,000
Kodiak Spaceport [Member] \| Other Noncurrent Liabilities [Member]
Property, Plant and Equipment [Line Items]
Financing obligation	$ 800,000		$ 800,000
Kodiak Spaceport [Member] \| ASU 2016-02
Property, Plant and Equipment [Line Items]
Capitalized construction costs					$ 2,100,000
Financing obligation					800,000
Accumulated depreciation					400,000
Right-of-use asset					$ 900,000

Summary of Significant Accounting Policies (Policies)

3 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Basis of Presentation

Basis of Presentation

For purposes of presentation the Company considers itself an emerging growth company (“EGC”).

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Earnings (Loss) per Share

Earnings (Loss) per Share

Concentration of Credit Risk

Concentration of Credit Risk

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842), and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can elect upon adoption. The principle of ASU 2016-02 is that a lessee should recognize assets and liabilities that arise from leases. Lessees will need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments. The right-of-use asset will be based on the liability, with differences related to deferred rent and initial direct costs, etc. For income statement purposes, ASU 2016-02 requires leases to be classified as either operating or finance. Operating leases will result in a straight-line expense pattern while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for the Company beginning January 1, 2022. As of January 1, 2021, the Company early adopted Topic 842 using the modified retrospective approach and as a result will not restate prior periods. The cumulative effect of the changes made to the January 1, 2021 Condensed Consolidated Balance Sheet for the adoption of ASU 2016-02 “Leases” was the addition of a right-of-use asset of $4.6 million and a lease liability of $4.7 million. See Note 8 — Leases.

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible instruments with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature (“BCF”). As a result, a convertible debt instrument can be accounted for as a single liability measured at its amortized cost under certain circumstances. These changes may reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument where the embedded conversion option was separated according to beneficial conversion or cash conversion guidance. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share for convertible instruments and the treasury stock method will be no longer available. This standard will be effective for the Company’s fiscal years beginning in the first quarter of 2022, with early adoption permitted in 2021. The Company elected to early adopt ASU 2020-06 as of January 1, 2021 using a modified retrospective transition method. In transition, the Company was required to apply the guidance to all impacted financial instruments that were outstanding as of January 1, 2021 with the cumulative effect recognized as an adjustment to the opening balance of accumulated deficit. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for certain outstanding convertible notes issued in 2020 with separately recognized BCFs. The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of these convertible notes into a single liability instrument, which required the Company to record a $9.7 million decrease in additional paid in capital from the derecognition of the BCFs, a $9.0 million increase in debt from the derecognition of the discount associated with the BCFs, and a $0.7 million cumulative effect, net of tax effects, decrease to the opening balance of its accumulated deficit as of January 1, 2021 upon transition. Since the Company had a net loss for the three months ended March 31, 2021, the convertible notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06.

Recently Adopted Accounting Guidance

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which was codified with its subsequent amendments as ASC 606. This guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance supersedes existing revenue recognition guidance, including most industry-specific guidance, as well as certain related guidance on accounting for contract costs. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which defers the effective date of Topic 606 to annual reporting periods beginning after December 15, 2019 and the effective date of Topic 842 to fiscal years beginning after December 15, 2021. The Company adopted the new accounting standard on January 1, 2020 using the modified retrospective method. As the Company did not have any revenue from contracts with any customers prior to the Company’s adoption date, there was no accounting impact upon adoption.

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This update simplifies the accounting for stock compensation, which requires all income tax effects of awards to be recognized in the Consolidated Statements of Operations when the awards vest. It allows an employer to account for forfeitures as they occur, rather than estimating forfeitures as of an award’s grant date. Additionally, an entity may estimate the expected term of an award as the midpoint between the requisite service period and the award’s contractual term. This standard is effective for the Company for fiscal years beginning after December 15, 2017. The Company adopted this guidance on January 1, 2019, and it did not have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This guidance addresses eight specific cash flow issues with the objective of reducing existing diversity in practice. The guidance is effective for the Company for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019, and it did not have a material impact on the Company’s consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Among others, Part I of ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Current accounting guidance creates cost and complexity for organizations that issue financial instruments with down round features by requiring, on an ongoing basis, fair value measurement of the entire instrument or conversion option. ASU 2017-11 require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (“EPS”) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The provisions of the new ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the guidance on January 1, 2019, and the adoption did not have a material impact on the consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505-50. The adoption did not have a material impact on the consolidated financial statements.

Principles of Consolidation

Principles of Consolidation

Going Concern, Liquidity, and Capital Resources

Going Concern, Liquidity, and Capital Resources

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through April 2022. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $190.7 million. As of December 31, 2020 and 2019, the Company had approximately $10.6 million and $10.5 million in cash and cash equivalents, respectively. On January 28, 2021, the Company issued Series C Convertible Preferred Shares for proceeds of $30.0 million cash. See Note 13 — Subsequent Events. The Company expects to continue to incur significant operating losses for the foreseeable future. The Company has historically funded its operations primarily through the issuance of convertible debt and the sale of equity securities.

Risks and Uncertainties

Risks and Uncertainties

Segment Reporting

Segment Reporting

Revenue Recognition

Revenue Recognition

Launch Services — To provide rapid, global, and affordable launch services to satellite operators and governments.

Revenue Recognition

Launch Services — To provide rapid, global, and affordable launch services to satellite operators and governments.

Typical Contractual Arrangements

Performance Obligations and Transaction Price

Recognition of Revenue

Other Policies, Judgments and Practical Expedients

Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represent rights to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. The Company had no contract assets or contract liabilities as of December 31, 2020 and 2019. Payment terms are expected to vary by customer and type of revenue contract.

Remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed when they are able to terminate without payment of a substantive penalty under the contract. Many of the Company’s contracts allow the customer to terminate the contract prior to launch without a substantive penalty, and therefore the enforceable contract is for a period less than the stated contractual term. Further, the Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As a result of the termination for convenience provisions, as of December 31, 2020, there is no transaction price allocated to remaining performance obligations required to be disclosed.

For contract costs related to performance obligations with an amortization period of one year or less, the Company applies the practical expedient to expense these sales commissions when incurred. These costs are recognized as incurred within sales, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income.

Other Income

Other Income, net

Other Income

Government Contracts

Mark to market Derivatives

DARPA Launch Challenge

Research and Development

Research and Development

The Company incurs various direct costs in relation to the research and development of launch vehicles along with costs to build the facility to test such vehicles. Research and development costs consist primarily of production supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs are expensed as incurred. For the years ended December 31, 2020 and 2019, the Company expensed research and development costs of $27.5 million and $40.1 million, respectively.

Inventories

Inventories

Property, Plant and Equipment

Property, Plant and Equipment

Depreciation expense is recognized in income on a straight-line basis over the estimated useful life of the related asset to its residual value.

The estimated useful lives are as follows:


*Asset Class*		*Estimated useful life*
Leasehold improvements		Lesser of lease term or useful life, approximately 10 years
Kodiak Spaceport		Approximately 5 years
Research and development equipment		5 years
Production equipment		10 years
Furniture and fixtures		5 years
Computer and software		3 years

Leases

Leases

The Company does not include significant restrictions or covenants in lease agreements, and residual value guarantees are generally not included within the Company’s leases. See Note 8 — Leases.

Leases

Fair Value Measurements

Fair Value Measurements

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Fair Value Measurements

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Derivative Instruments

Derivative Instruments

The Company recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s consolidated financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income, net in the Consolidated Statements of Operations.

The classification of derivative instruments, including whether such instruments should be recorded as assets/liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument assets and liabilities are classified in the Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the Consolidated Balance Sheet dates. When a derivative instrument is sold, terminated, exercised or expires, the gain or loss is recorded in the Consolidated Statements of Operations.

Warrants

Warrants

Interest Income and Interest Expense

Interest Income and Interest Expense

Interest income consists of income earned on cash equivalents amounting to $0.1 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively.

Stock-Based Compensation

Stock-Based Compensation

Convertible Preferred Stock

Convertible Preferred Stock

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are recognized when events or circumstances have occurred, and amounts are probable and estimable. The Company’s accrued expenses and other current liabilities balances relate primarily to payments on corporate credit cards used for routine operational and travel related expenses, accrued payroll and other employee related liabilities, and accrued interest related to debt. The Company also recognizes legal accruals in accrued expenses and other current liabilities for material litigation when payments are probable and estimable. The amount recorded in accrued expenses and other liabilities for these items was $4.4 million and $0.6 million as of December 31, 2020 and 2019, respectively. The remaining balance relates to accruals that are recurring in nature to the Company’s operations.

Deposits

Deposits

Income Taxes

Income Taxes

Commitments and Contingencies

Commitments and Contingencies

Typical Contractual Arrangements

Typical Contractual Arrangements

Performance Obligations and Transaction Price

Performance Obligations and Transaction Price

Recognition of Revenue

Recognition of Revenue

Other Policies, Judgments and Practical Expedients

Other Policies, Judgments and Practical Expedients

Loss on Extinguishment of Convertible Notes

Loss on Extinguishment of Convertible Notes

Trademark

Trademark

Prepaid and Other Current Assets

Prepaid and Other Current Assets

Deferred Transaction Costs

Deferred Transaction Costs

Holicity Inc.

Basis of Presentation

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and Cash Equivalents

Warrant Liabilities

Warrant Liabilities

Warrant Liabilities

Class A Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Offering Costs

Offering Costs

Income Taxes

Income Taxes

Income Taxes

The Company’s currently taxable income primarily consists of interest income on the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from June 2, 2020 (inception) through December 31, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the period from June 2, 2020 (inception) through December 31, 2020 was 0%, which differs from the expected income tax rate due to the Company recording a full valuation allowance on its deferred tax assets as of December 31, 2020.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Earnings (Loss) per Share

Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three months ended March 31, 2021
Class A Common Stock
Numerator: Earnings allocable to Class A common stock
Interest income	$	14,038
Income and franchise tax		(14,038	)

Net Income	$	—

Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted		30,000,000
Earnings per share/basic and diluted Class A common stock	$	0.00
Class B Common Stock
Numerator: Net loss less Class A common stock net income
Net loss	$	(19,962,564	)
Class A common stock net income		—

Net loss	$	(19,962,564	)

Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted		7,500,000
Loss per share/basic and diluted Class B common stock	$	(2.66	)

Note:

for the three months ended March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s common stockholders.

Net Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	For the period from June 2, 2020 (inception) through December 31, 2020
Class A Common Stock
Numerator: Earnings allocable to Class A common stock
Interest income	$	46,957
Income and franchise tax		(46,957	)

Net Income	$	—

Denominator: Weighted average Class A common stock
Class A common stock, basic and diluted		30,000,000
Earnings per share/basic and diluted Class A common stock	$	0.00
Class B Common Stock
Numerator: Net loss less Class A common stock net income
Net loss	$	(7,342,273	)
Class A common stock net income		—

Net loss	$	(7,342,273	)

Denominator: Weighted average Class B common stock
Class B common stock, basic and diluted		7,500,000
Loss per share/basic and diluted Class B common stock	$	(0.98	)

Note:

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Liquidity and Capital Resources

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately $0.5 million of cash and a working capital deficit of $0.4 million.

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Long-Term Debt

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Debt Disclosure [Abstract]

Long-Term Debt

Note 6 — Long-Term Debt

The Company’s debt obligations consist of the following:


	As of
	March 31, 2021					December 31, 2020
*in thousands*	Principal			Unamortized Discount		Principal			Unamortized Discount
Term loan	$	2,500		$	—	$	2,800		$	—
Equipment advances		2,937			—		3,636			—
Paycheck Protection Program note		4,850			—		4,850			—
Convertible notes		—			—		59,835			12,200

Total debt		10,287					71,121
Less: debt discount		—					(12,200	)
Less: current portion		(3,839	)				(51,635	)

Total long-term debt book value, net	$	6,448				$	7,286

Debt issuance costs were not material for any debt obligations individually, or in the aggregate, for the issuances of the above debt obligations as of March 31, 2021 and December 31, 2020. Therefore, debt issuance costs were expensed upon the issuance of respective debt obligations. The Company is in compliance with all financial covenants required by the loans as of March 31, 2021.

Current portion of long-term debt includes those principal balances and unamortized debt discount expected to be repaid within twelve months from March 31, 2021 and December 31, 2020.

Term Loan and Equipment Advances

On December 25, 2018, the Company entered into a loan agreement (the “2018 Loan Agreement”) with Silicon Valley Bank (“SVB”). Pursuant to the 2018 Loan Agreement, the Company can borrow up to a total of $3.0 million term loans (“2018 Term Loans”) and $7.0 million equipment loans (“2018 Equipment Advances”) with access period ending on April 30, 2020 for 2018 Term Loans and June 30, 2019 for 2018 Equipment Advances. For the 2018 Term Loans, monthly payments of interest only were required to be made commencing on the first day of the month following the month in which the funding occurs with respect to such term loan, and continuing thereafter on the first day of each successive calendar month, through April 30, 2020. Commencing May 1, 2020 and continuing thereafter on the first day of each successive calendar month through its maturity date, monthly payments of equal principal and accrued interest are required to be remitted. For each equipment advance, commencing on the first day of the month following the month in which the funding date occurs with respect to such equipment advance, and continuing thereafter on the first day of each successive calendar month through its equipment maturity dates, monthly payments of equal principal and accrued interest are required to be remitted. The 2018 Term Loans bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.5% above the Prime Rate. The 2018 Equipment Advances bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.0% above the Prime Rate. As of March 31, 2021 and December 31, 2020, the interest rate for the 2018 Term Loans and the 2018 Equipment Advances is 5.25%. The Prime Rate is defined as the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication. Interest is payable monthly and compounded monthly based on a 360-day year.

Borrowings under the 2018 Loan Agreement are secured by a security interest in all goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, accounts, documents, instruments, chattel paper, cash, deposit accounts, fixtures, letters of credit rights , securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located.

In connection with the execution of the 2018 Loan Agreement, the Company entered into a 2018 warrant agreement which granted certain warrants to SVB (the “Warrants”). The Warrants were issued in one initial tranche on December 25, 2018 and three subsequent tranches in 2019 each time the Company made an additional debt draw under the 2018 Loan Agreement. Pursuant to the warrant agreement, SVB has the option to purchase an aggregate of 722,586 shares of Class A common stock. The warrants have a weighted average exercise price of $0.16 per share and are exercisable for a period of 10 years. The Company accounted for all the Warrants issued as equity instruments since the Warrants are indexed to the Company’s common shares and meet the criteria for classification in stockholders’ equity. The Company concluded that the fair value of the Warrants issued at inception is de minimis, therefore, the Company did not record it in the condensed consolidated financial statements.

On April 2, 2020, the Company received a six-month deferral for all principal payments for the Company’s term loans and equipment advances with Silicon Valley Bank. The amount of principal deferred into 2021 amounted to $2.0 million.

The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows:


*in thousands*	Principal		Maturity Date
Term Loan	$	3,000		April 1, 2023
Equipment Advances — January 31, 2019 Issuance		2,410		January 1, 2022
Equipment Advances — April 29, 2019 Issuance		2,428		April 1, 2022
Equipment Advances — June 27, 2019 Issuance		2,162		June 1, 2022

Total	$	10,000

Paycheck Protection Program Note (“PPP Note”)

On April 20, 2020, the Company received loan proceeds of approximately $4.9 million under the Paycheck Protection Program (“PPP”), offered by the U.S. Small Business Administration (the “SBA”) pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Note proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent and utilities, and mortgage interest payments. The PPP Note is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP Note.

The Company used the PPP Note amount intended for Qualifying Expenses. However, no assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part. The interest rate on the PPP Note is a fixed rate of 1% per annum. The PPP Note matures in two years. In the first quarter of the year ended December 31, 2021, the Company submitted a forgiveness application to its lender seeking full forgiveness of the PPP Note. The eligibility requirement of the PPP Note is subjective, and if determined that the Company is ineligible to receive the PPP Note, the Company could be required to pay the PPP Note in its entirety.

Convertible Notes

Issuance of Convertible Notes

From June 2019 through July 2019, the Company issued $14.8 million of convertible promissory notes (the “June 2019 Convertible Notes”) to certain investors. The June 2019 Convertible Notes mature on June 10, 2021 and accrue interest at 2.37% or 2.13%, compounded annually on basis of 360-days year of twelve 30-day months. Principal and any accrued but unpaid interest are due and payable at maturity.

From October 2019 through December 2020, the Company issued $45.0 million of convertible promissory notes (the “October 2019 Convertible Notes”) to certain investors (the “Convertible Notes”, collectively with the “June 2019 Convertible Notes”). The October 2019 Convertible Notes mature on October 01, 2021 and accrue interest at 1.69%, 1.59% or 1.85%, compounded annually on basis of 360-days year of twelve 30-day months. Principal and any accrued but unpaid interest are due and payable at maturity.

Pursuant to the terms of the Convertible Notes, the Convertible Notes will convert, including outstanding principal and any accrued but unpaid interest, with no fractional shares and proper notice based on the below:

Maturity: Upon maturity, convert into the shares issued in the then most recent Preferred Stock financing at the lowest price per share of such shares in such financing at the option of the holders.

Next Equity Financing: Upon the Company’s next equity financing yielding at least $20 million in a single transaction for the June 2019 Convertible Notes and $50 million in a single transaction for the October 2019 Convertible Notes (“Next Equity Financing”), the Convertible Notes shall automatically convert into those equity securities issued at a price lesser of 80% of the qualified financing price or a per share price reflecting a pre-money, fully-diluted valuation of $350 million for the June 2019 Convertible Notes and $450 million for the October 2019 Convertible Notes.

Change of Control: In the event of a change of control, immediately prior, the note shall convert into cash equal to 1.5 times the outstanding principal and any accrued but unpaid interest or at the option of the holder convert into common stock at a price per share equal to the lesser of 80% of the change of control price per common stock or a per share price reflecting a pre-money, fully-diluted valuation of $500 million for the June 2019 Convertible Notes and $450 million for the October 2019 Convertible Notes.

Upon maturity, the holders of the Convertible Notes have the option to extend the maturity date for another 2 years.

The Company determined that the contingent share-settled redemption upon the Next Equity Financing or Change of Control at 80% of the next round price and the contingent redemption upon Change of Control at 1.5 times of the outstanding principal and accrued interest were embedded derivatives (“Redemption Obligation”) that required bifurcation as derivative liabilities as well as upon issuance a reduction in the carrying value of the underlying note. The Company measures the bifurcated compound derivative at fair value based on significant inputs not observable in the market, which causes them to be classified as Level 3 measurements within the fair value hierarchy. Redemption Obligation derivatives are determined to be material at each issuance date. The bifurcated derivative was bifurcated from each note at the amount of the fixed premium, and the expected premium based on likelihood of the Next Equity Financing at different dates which result in differing levels of premium.

The bifurcated embedded derivative had a zero fair value as of December 31, 2020 and through the settlement of the Convertible Notes in January 2021. The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the three months ended March 31, 2021 and 2020:


	Embedded Derivative in Convertible Notes
	March 31,
*in thousands*	2021		2020
Balance — beginning of period	$	—	$	4,698
Additions		—		3,261
Measurement adjustments		—		(293	)

Balance — end of period	$	—	$	7,666

The measurement adjustments are recognized in other income, net within the Company’s Condensed Consolidated Statements of Operations. To determine the fair value of the embedded derivatives, the Company used an income approach considering potential future conversion and calibrated a discount rate to be consistent with the price paid at Issuance. The income approach considered assumptions including preferred stock values, volatilities, risk free rates, and discount rates/additional discount factors calibrated to be consistent with the price paid at Issuance. Additionally, other key assumptions included probability and timing of financing or the note remaining outstanding through maturity. The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivatives at each issuance:


*At Issuance*	June 2019 Convertible Notes			October 2019 Convertible Notes			Q4 2020 Convertible Notes
Preferred stock value	$	1.30		$	1.30		$	1.98 — 2.32
Risk free rates		1.8% — 2.0	%		0.9% — 1.8	%		0.1	%
Risk-adjusted discount rate		15.0	%		15.0	%		15.0	%
Additional discount factor		0.1% — 0.9	%		0.9% — 4.7	%		4.7	%
Preferred volatility		15.3	%		15.3	%		20	%

Prior to the adoption of ASU 2020-06 on January 1, 2021 and upon issuance of the Convertible Notes, the Company assessed whether an immediate beneficial conversion feature (“BCF”) existed with regards to the non-contingent conversion option upon maturity to convert the Convertible Notes into the shares issued in the most recent Preferred Stock financing (i.e., Series B Preferred Stock) at the issuance of the Convertible Notes. A beneficial conversion feature exists when convertible instruments are issued with an initial “effective conversion price” that is less than the fair value of the underlying stock. The Company determined that there was no BCF associated with such conversion feature upon issuance except for the Convertible Notes issued on October 29, 2020, November 12, 2020, November 16, 2020, November 19, 2020, December 01, 2020 and December 11, 2020 (“Q4 2020 Convertible Notes”). At the commitment dates, the Company determined the conversion feature related to the Q4 2020 Convertible Notes to be beneficial to the investors. The following table summarizes the calculation of the BCFs as of the issuance dates of these Q4 2020 Convertible Notes, which continued to be presented in additional paid in capital as of December 31, 2020:


							As of December 31, 2020
	Effective Conversion Price		Fair Value of Series B Preferred Stock		Number of Shares upon Conversion		BCF *in thousands*
October 29, 2020	$	1.33	$	2.32		1,125,281	$	1,113
November 12, 2020		1.33		2.32		4,456,114		4,407
November 16, 2020		1.33		2.32		871,378		862
November 19, 2020		1.33		2.32		2,504,466		2,476
December 01, 2020		1.33		2.32		120,030		119
December 11, 2020		1.33		2.32		750,188		742

Total							$	9,719

Prior to the adoption of ASU 2020-06 on January 1, 2021, the Company recorded a total BCF of $9.7 million, representing the intrinsic value of the in-the-money portion of the non-contingent conversion option upon maturity, in equity, with an offsetting reduction to the carrying amount of the Q4 2020 Convertible Notes as a debt discount upon issuance. The equity component of $9.7 million was not re-measured as long as it continued to meet the conditions for equity classification. The debt discounts resulting from the accounting for a beneficial conversion option and the fair value of embedded derivative at issuance were amortized using the effective interest method over the term of the Q4 2020 Convertible Notes.

For all other Convertible Notes, the debt discount resulting from the bifurcation of the embedded derivatives at issuance was amortized into interest expense using the effective interest method over the term of the Convertible Notes. All Convertible Notes were classified as current liabilities as of December 31, 2020.

On January 1, 2021, the Company elected to adopt ASU 2020-06 based on a modified retrospective transition method. Under such transition, prior-period information has not been retrospectively adjusted. In accounting for the Q4 2020 Convertible Notes after the adoption of ASU 2020-06, the BCFs and unamortized debt discount associated with the recognition of such BCFs were derecognized from the Condensed Consolidated Balance Sheets as of January 1, 2021, resulting in a $9.0 million increase in the carrying amount of the Q4 2020 Convertible Notes, a $9.7 million decrease in additional paid in capital, and a $0.7 million cumulative decrease to the opening balance of its accumulated deficit as of January 1, 2021, net of tax effects.

The issuances under the Convertible Notes are as follows:


	Maturity Date of June 10, 2021
*in thousands*	Principal		Interest Rate
June 10, 2019	$	12,950		2.37	%
June 12, 2019		500		2.37	%
June 13, 2019		400		2.37	%
July 19, 2019		235		2.13	%
July 25, 2019		750		2.13	%

Total	$	14,835


	Maturity Date of October 01, 2021
*in thousands*	Principal		Interest Rate
October 01, 2019	$	14,000		1.69	%
February 06, 2020		6,000		1.59	%
February 12, 2020		5,000		1.59	%
February 28, 2020		6,900		1.59	%
October 29, 2020		1,500		1.85	%
November 12, 2020		5,940		1.85	%
November 16, 2020		1,162		1.85	%
November 19, 2020		3,338		1.85	%
December 01. 2020		160		1.85	%
December 11, 2020		1,000		1.85	%

Total	$	45,000

Settlement of Convertible Notes

On January 28, 2021, the Company entered a stock purchase agreement with certain investors to close the issuance of Series C convertible preferred stock at a cash purchase price of $6.62 per share and settle all outstanding Convertible Notes through Series C convertible preferred stock at a conversion price of $1.33 or $1.71 per share (“Series C Financing”). The Company issued 38,323,292 shares of Series C Convertible Preferred Shares for conversion of outstanding Convertible Notes of $61.0 million. Per share prices of $1.33 and $1.71 were determined by conversion price upon Next Equity Financing in the respectively Convertible Notes agreements.

Settlement of June 2019 Convertible Notes

The June 2019 Convertible Notes were settled pursuant to the contractual conversion upon the Next Equity Financing feature with such financing yielding at least $20 million in a single transaction. Series C Financing qualified as the Next Equity Financing for the June 2019 Convertible Notes, therefore the June 2019 Convertible Notes were settled and converted in accordance with their original conversion terms. The Company credited the net carrying amount of the June 2019 Convertible Notes of $14.5 million, including any unamortized debt discount, to Series C convertible preferred stock with no gain or loss recognized. Accrued and unpaid interest of $0.6 million was also converted and credited to Series C convertible preferred stock upon settlement.

Settlement of October 2019 Convertible Notes

The October 2019 Convertible Notes were settled based on negotiated terms between the Company and the note holders as the Series C Financing did not meet the definition of Next Equity Financing for the October 2019 Convertible Notes, which requires at least $50 million raised in cash in a single transaction. The note holders agreed to settle their October 2019 Convertible Notes based on the same mechanism as automatic conversion upon Next Equity Financing. The settlement occurred upon the closing of the Series C Financing. The Company assessed the economics of the settlement of the October 2019 Convertible Notes and concluded that it should be treated as a privately negotiated debt redemption/settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company derecognized the net carrying amount, including any unamortized debt discount, of the October 2019 Convertible Notes of $42.6 million and recognized the Series C convertible preferred stock issued specifically to settle the October 2019 Convertible Notes at fair value as the reacquisition consideration. Accrued and unpaid interest of $0.6 million was settled and not paid in cash and therefore it was included in calculating the extinguishment loss. The difference between the net carrying amount of the October 2019 Convertible Notes, plus accrued and unpaid interest, and the reacquisition consideration was recorded as a loss on extinguishment within other income, net in the Condensed Consolidated Statement of Operations.

The Company issued in aggregate 26,727,308 shares of Series C convertible preferred stock to settle the October 2019 Convertible Notes. The fair value of the Series C convertible preferred stock was determined to be $177 million using the cash purchase price of $6.62 per share on January 28, 2021. These October 2019 Convertible Notes had a carrying amount plus accrued and unpaid interest of $43.2 million upon settlement. The difference of $133.8 million was recognized as a loss on extinguishment on the Company’s Condensed Consolidated Statement of Operations for the three months ended March 31, 2021.

The scheduled principal maturities of the Company’s debt obligations as of March 31, 2021 are as follows:


*in thousands*	2021 (remaining nine months)		2022		2023		2024		Thereafter		Total
Term loan	$	900	$	1,200	$	400	$	—	$	—	$	2,500
Equipment advances		2,100		837		—		—		—		2,937
PPP note		—		4,850		—		—		—		4,850
Convertible notes		—		—		—		—		—		—

	$	3,000	$	6,887	$	400	$	—	$	—	$	10,287

Note 6 — Long-Term Debt

The Company’s debt obligations consist of the following:


	As of December 31,
	2020					2019
in thousands	Principal			Unamortized Discount		Principal			Unamortized Discount
Term loan	$	2,800		$	—	$	3,000		$	—
Equipment advances		3,636			—		5,036			—
Paycheck Protection Program note		4,850			—		—			—
Convertible notes		59,835			12,200		28,835			3,498

Total debt		71,121					36,871
Less: debt discount		(12,200	)				(3,498	)
Less: current portion		(51,635	)				(1,600	)

Total long-term debt book value, net	$	7,286				$	31,773

Debt issuance costs were not material for any debt obligations individually, or in the aggregate, for the issuances of the above debt obligations as of December 31, 2020. Therefore, debt issuance costs were expensed upon the issuance of respective debt obligations. The Company is in compliance with all financial covenants required by the loans as of December 31, 2020. Interest expense recorded due to the accretion of debt discount amounted to $4.5 million and $0.7 million for the years ended December 31, 2020 and 2019, respectively.

Current portion of long-term debt includes those principal balances and unamortized debt discount expected to be repaid within twelve months from December 31, 2020 and 2019.

Term Loan and Equipment Advances

On December 25, 2018, the Company entered into a loan agreement (the “2018 Loan Agreement”) with Silicon Valley Bank (“SVB”). Pursuant to the 2018 Loan Agreement, the Company can borrow up to a total of $3.0 million term loans (“2018 Term Loans”) and $7.0 million equipment loans (“2018 Equipment Advances”) with access period ending on April 30, 2020 for 2018 Term Loans and June 30, 2019 for 2018 Equipment Advances. For the 2018 Term Loans, monthly payments of interest only were required to be made commencing on the first day of the month following the month in which the funding occurs with respect to such term loan, and continuing thereafter on the first day of each successive calendar month, through April 30, 2020. Commencing May 1, 2020 and continuing thereafter on the first day of each successive calendar month through its maturity date, monthly payments of equal principal and accrued interest are required to be remitted. For each equipment advance, commencing on the first day of the month following the month in which the funding date occurs with respect to such equipment advance, and continuing thereafter on the first day of each successive calendar month through its equipment maturity dates, monthly payments of equal principal and accrued interest are required to be remitted. The 2018 Term Loans bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.5% above the Prime Rate. The 2018 Equipment Advances bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.0% above the Prime Rate. As of December 31, 2019, the interest rate is 6.25% for the 2018 Term Loans and 5.75% for the 2018 Equipment Advances. As of December 31, 2020, the interest rate for the 2018 Term Loans and the 2018 Equipment Advances is 5.25%. The Prime Rate is defined as the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication. Interest is payable monthly and compounded monthly based on a 360-day year.

The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows:


in thousands	Principal		Maturity Date
Term Loan	$	3,000		April 1, 2023
Equipment Advances – January 31, 2019 Issuance		2,410		January 1, 2022
Equipment Advances – April 29, 2019 Issuance		2,428		April 1, 2022
Equipment Advances – June 27, 2019 Issuance		2,162		June 1, 2022

Total	$	10,000

Paycheck Protection Program Note (“PPP Note”)

Convertible Notes

Upon maturity, the holders of the Convertible Notes have the option to extend the maturity date for another 2 years.

The Company has presented embedded derivative and the Convertible Notes on a combined basis within the Company’s Consolidated Balance Sheets as of December 31, 2020 and 2019. The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the years ended December 31, 2020 and 2019:


	Embedded Derivative in Convertible Notes
in thousands	2020			2019
Balance — beginning of year	$	4,698		$	—
Additions		3,447			4,234
Measurement adjustments		(8,145	)		464

Balance — end of year	$	—		$	4,698

The measurement adjustments are recognized in other income, net within the Company’s Consolidated Statements of Operations for the years ended December 31, 2020 and 2019. To determine the fair value of the embedded derivatives, the Company used an income approach considering potential future conversion and calibrated a discount rate to be consistent with the price paid at Issuance. The income approach considered assumptions including preferred stock values, volatilities, risk free rates, and discount rates/additional discount factors calibrated to be consistent with the price paid at Issuance. Additionally, other key assumptions included probability and timing of financing or the note remaining outstanding through maturity. The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivative at each issuance:


At Issuance	June 2019 Convertible Notes		October 2019 Convertible Notes		Q4 2020 Convertible Notes
Preferred stock value	$	1.30	$	1.30	$	1.98 – 2.32
Risk free rates		1.8% – 2.0%		0.9% – 1.8%		0.1	%
Risk-adjusted discount rate		15.0%		15.0%		15.0	%
Additional discount factor		0.1% – 0.9%		0.9% – 4.7%		4.7	%
Preferred volatility		15.3%		15.3%		20	%

The Company assessed whether an immediate beneficial conversion feature (“BCF”) existed with regards to the non-contingent conversion option upon maturity to convert the notes into the shares issued in the most recent Preferred Stock financing (i.e., Series B Preferred Stock) at the issuance of the Notes. A beneficial conversion feature exists when convertible instruments are issued with an initial “effective conversion price” that is less than the fair value of the underlying stock. The Company determined that there was no BCF associated with such conversion feature upon issuance except for convertible notes issued on October 29, 2020, November 12, 2020, November 16, 2020, November 19, 2020, December 01, 2020 and December 11, 2020 (“Q4 2020 Convertible Notes”). No BCF was recognized as of December 31, 2019.

At the commitment date, the Company determined the conversion feature related to the Q4 2020 Convertible Notes to be beneficial to the investors. The following table summarizes the calculation of the BCF as of the issuance dates of the notes, which continues to be presented in additional paid in capital as of December 31, 2020:


							As of December 31, 2020
	Effective Conversion Price		Fair Value of Series B Preferred Stock		Number of Shares upon Conversion		*BCF* in thousands
October 29, 2020	$	1.33	$	2.32		1,125,281	$	1,113
November 12, 2020		1.33		2.32		4,456,114		4,407
November 16, 2020		1.33		2.32		871,378		862
November 19, 2020		1.33		2.32		2,504,466		2,476
December 01, 2020		1.33		2.32		120,030		119
December 11, 2020		1.33		2.32		750,188		742

Total							$	9,719

For the year ended December 31, 2020, the Company recorded a total BCF of $9.7 million, representing the intrinsic value of the in-the-money portion of the non-contingent conversion option upon maturity, in equity, with an offsetting reduction to the carrying amount of the convertible notes as a debt discount upon issuance. The debt discount resulting from the accounting for a beneficial conversion option is amortized using the effective yield interest method over the term of notes.

Upon issuance, the sum of the BCF and the fair value of embedded derivative, were recorded as a debt discount to the Q4 2020 Convertible Notes. Interest expense recorded due to the accretion of debt discount associated with the BCF amounted to $0.7 million for the year ended December 31, 2020.

The issuances under the Convertible Notes are as follows:


	Maturity Date of June 10, 2021
in thousands	Principal		Interest Rate
June 10, 2019	$	12,950		2.37	%
June 12, 2019		500		2.37	%
June 13, 2019		400		2.37	%
July 19, 2019		235		2.13	%
July 25, 2019		750		2.13	%

Total	$	14,835


	Maturity Date of October 01, 2021
in thousands	Principal		Interest Rate
October 01, 2019	$	14,000		1.69	%
February 06, 2020		6,000		1.59	%
February 12, 2020		5,000		1.59	%
February 28, 2020		6,900		1.59	%
October 29, 2020		1,500		1.85	%
November 12, 2020		5,940		1.85	%
November 16, 2020		1,162		1.85	%
November 19, 2020		3,338		1.85	%
December 01. 2020		160		1.85	%
December 11, 2020		1,000		1.85	%

Total	$	45,000

The fair value of the Convertible Notes approximates carrying amounts as of December 31, 2019 as the notes were issued at par. As of December 31, 2020, the fair value of the Convertible Notes was approximately $297.2 million on an as converted basis given the expectation of the near term next round preferred financing.

The scheduled principal maturities of the Company’s debt obligations as of December 31, 2020 are as follows:


in thousands	2021		2022		2023		2024		Thereafter		Total
Term loan	$	1,200	$	1,200	$	400	$	—	$	—	$	2,800
Equipment advances		2,800		836		—		—		—		3,636
PPP note		—		4,850		—		—		—		4,850
Convertible notes		59,835		—		—		—		—		59,835

	$	63,835	$	6,886	$	400	$	—	$	—	$	71,121

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail)		3 Months Ended		12 Months Ended
	Jan. 28, 2021 USD ($)	Mar. 31, 2021 USD ($) Segment	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) Segment shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Summary of Significant Accounting Policies Details [Line Items]
Accumulated deficit		$ (1,309,573,000)		$ (190,697,000)	$ (122,404,000)
Cash and cash equivalents		22,548,000	$ 15,144,000	$ 10,611,000	10,519,000	$ 35,992,000
Proceeds from issuance of Convertible Preferred Shares		$ 30,000,000
Number of operating segment \| Segment		1		1
Number of reportable segment \| Segment		1		1
Revenue		$ 0	0	$ 0	0
Contract assets		0		0	0
Contract liabilities		0		0	0
Contract costs		0	0	0
Other income			451,000	10,860,000	276,000
Gain (loss) related to measurement adjustments of mark to market derivatives		300,000		8,100,000	(500,000)
Research and development costs		12,196,000	8,311,000	27,544,000	40,067,000
Impairments on property, plant and equipment		0	$ 0	$ 0	0
Warrant agreement, number of shares obligated to issue \| shares				722,586
Interest income from income earned on cash equivalents				$ 100,000	500,000
Temporary equity, adjustments to carrying value		1,011,700,000		0	0
Accrued expenses and other liabilities		6,502,000		4,390,000	649,000
Total loss on extinguishment of convertible notes		(131,908,000)
Indefinite-lived intangible trademark asset		3,200,000
Prepaid Expenses and Other Current Assets
Summary of Significant Accounting Policies Details [Line Items]
Deferred transaction costs		3,100,000
Deposits on launch-related costs		1,000,000
Series C Convertible Preferred Stock
Summary of Significant Accounting Policies Details [Line Items]
Proceeds from issuance of Convertible Preferred Shares	$ 30,000,000
Long-term Debt [Member]
Summary of Significant Accounting Policies Details [Line Items]
Derivative liability related to share settlement obligation of convertible notes		$ 0		0	4,700,000
Government Contract [Member]
Summary of Significant Accounting Policies Details [Line Items]
Other income				2,700,000	300,000
Cash Award
Summary of Significant Accounting Policies Details [Line Items]
Other income				$ 400,000	$ 0
Subsequent Event [Member] \| Series C Convertible Preferred Stock
Summary of Significant Accounting Policies Details [Line Items]
Proceeds from issuance of Convertible Preferred Shares	$ 30,000,000
Minimum
Summary of Significant Accounting Policies Details [Line Items]
Contracts anticipated period		6 months		6 months
Contracts, short-term period		30 days		30 days
Maximum
Summary of Significant Accounting Policies Details [Line Items]
Contracts anticipated period		24 months		24 months
Contracts, short-term period		60 days		60 days
Revenue, performance obligations period		1 year		1 year

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Assets (Detail)	12 Months Ended
	Dec. 31, 2020
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	Lesser of lease term or useful life, approximately 10 years
Kodiak Spaceport [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	Approximately 5 years
Research And Development Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Production Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Computer and Software [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years

Restatement Of Previously Issued Financial Statements - Schedule of the restatement on each financial statement (Detail) - USD ($)

3 Months Ended

4 Months Ended

7 Months Ended

12 Months Ended

Mar. 31, 2021

Sep. 30, 2020

Mar. 31, 2020

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Aug. 07, 2020

Jun. 01, 2020

Dec. 31, 2018

Condensed Financial Statements, Captions [Line Items]

Total liabilities

$ 25,067,000

$ 67,470,000

$ 43,726,000

Class A common stock subject to possible redemption

1,342,498,000

108,829,000

Additional paid-in capital

50,289,000

7,490,000

Accumulated deficit

(1,309,573,000)

(190,697,000)

(122,404,000)

Total Stockholders' Equity

(1,309,573,000)

$ (126,504,000)

(140,408,000)

(114,914,000)

$ (62,583,000)

Loss before provision for income taxes

(158,972,000)

(11,981,000)

(68,293,000)

(53,179,000)

Net loss

(158,972,000)

(11,981,000)

(68,293,000)

(53,179,000)

Cash flows from operating activities:

Net loss

(158,972,000)

(11,981,000)

(68,293,000)

(53,179,000)

Adjustments to reconcile net loss to net cash used in operating activities

Net cash used in operating activities

(13,677,000)

(11,178,000)

(32,850,000)

(47,124,000)

Payment of offering costs

(90,000)

Net cash provided by financing activities

29,138,000

$ 16,977,000

35,128,000

$ 36,905,000

Holicity Inc.

Condensed Financial Statements, Captions [Line Items]

Warrant liabilities

45,806,666

27,253,333

$ 21,313,333

^[1]

Total liabilities

57,410,775

38,015,105

Class A common stock subject to possible redemption

238,269,360

258,231,930

Additional paid-in capital

32,303,479

12,341,109

Accumulated deficit

(27,304,837)

(7,342,273)

Total Stockholders' Equity

5,000,010

5,000,004

$ 0

Warrant offering costs

747,112

Change in fair value of warrant liabilities

18,553,333

5,940,000

Loss before provision for income taxes

(19,962,564)

(7,342,273)

Net loss

(19,962,564)

(7,342,273)

Cash flows from operating activities:

Net loss

(19,962,564)

(7,342,273)

Adjustments to reconcile net loss to net cash used in operating activities

Deferred warrant offering costs

458,500

Change in fair value of warrant liabilities

(18,553,333)

(5,940,000)

Net cash used in operating activities

$ (582,828)

(980,481)

Proceeds from sale of Units, net of underwriting discounts paid

294,262,000

Payment of offering costs

(134,002)

Net cash provided by financing activities

301,970,909

Non-Cash Investing and Financing Activities:

Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities

21,313,333

Holicity Inc. | As Previously Reported [Member]

Condensed Financial Statements, Captions [Line Items]

Total liabilities

$ 10,640,289

10,761,772

$ 9,830,277

Class A common stock subject to possible redemption

285,990,770

285,485,260

262,053,310

Class A common stock

140

145

129

Additional paid-in capital

5,148,768

5,654,273

5,002,671

Accumulated deficit

(149,656)

(655,161)

(3,581)

Total Stockholders' Equity

5,000,002

5,000,007

5,000,010

Other expense, net

7,109

46,957

Loss before provision for income taxes

(148,287)

(149,656)

(655,161)

Net loss

$ (148,287)

$ (149,656)

$ (655,161)

Basic and diluted loss per share, Class B common stock (in Dollars per share)

$ (0.02)

$ (0.09)

Cash flows from operating activities:

Net loss

$ (148,287)

$ (149,656)

$ (655,161)

Adjustments to reconcile net loss to net cash used in operating activities

Net cash used in operating activities

(321,572)

(691,869)

Proceeds from sale of Units, net of underwriting discounts paid

294,000,000

Payment of offering costs

(160,614)

Net cash provided by financing activities

301,682,297

Holicity Inc. | Adjustments [Member]

Condensed Financial Statements, Captions [Line Items]

Warrant liabilities

24,546,666

27,253,333

21,313,333

Total liabilities

24,546,666

27,253,333

21,313,333

Class A common stock subject to possible redemption

(24,546,670)

(27,253,330)

(21,313,330)

Class A common stock

246

273

464

Additional paid-in capital

3,980,203

6,686,836

746,645

Accumulated deficit

(3,980,445)

(6,687,112)

(747,112)

Total Stockholders' Equity

(3)

Warrant offering costs

(747,112)

Change in fair value of warrant liabilities

(3,233,333)

(5,940,000)

Other expense, net

(3,980,445)

(6,687,112)

Loss before provision for income taxes

(3,980,445)

(6,687,112)

Net loss

$ (3,980,445)

$ (6,687,112)

Basic and diluted loss per share, Class B common stock (in Dollars per share)

$ (0.53)

$ (0.89)

Cash flows from operating activities:

Net loss

$ (3,980,445)

$ (6,687,112)

Adjustments to reconcile net loss to net cash used in operating activities

Deferred warrant offering costs

458,500

Change in fair value of warrant liabilities

3,233,333

5,940,000

Net cash used in operating activities

(288,612)

Proceeds from sale of Units, net of underwriting discounts paid

262,000

Payment of offering costs

26,612

Net cash provided by financing activities

288,612

Non-Cash Investing and Financing Activities:

Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities

21,313,333

Holicity Inc. | As Restated [Member]

Condensed Financial Statements, Captions [Line Items]

Warrant liabilities

24,546,666

27,253,333

21,313,333

Total liabilities

35,186,955

38,015,105

31,143,610

Class A common stock subject to possible redemption

261,444,100

258,231,930

240,739,980

Class A common stock

386

418

593

Additional paid-in capital

9,128,971

12,341,109

5,749,316

Accumulated deficit

(4,130,101)

(7,342,273)

(750,693)

Total Stockholders' Equity

5,000,006

5,000,004

$ 5,000,004

$ 5,000,007

Warrant offering costs

(747,112)

Change in fair value of warrant liabilities

(3,233,333)

(5,940,000)

Other expense, net

(3,973,336)

(6,640,155)

Loss before provision for income taxes

(4,128,732)

(4,130,101)

(7,342,273)

Net loss

$ (4,128,732)

$ (4,130,101)

$ (7,342,273)

Basic and diluted loss per share, Class B common stock (in Dollars per share)

$ (0.55)

$ (0.98)

Cash flows from operating activities:

Net loss

$ (4,128,732)

$ (4,130,101)

$ (7,342,273)

Adjustments to reconcile net loss to net cash used in operating activities

Deferred warrant offering costs

458,500

Change in fair value of warrant liabilities

$ 3,233,333

3,233,333

5,940,000

Net cash used in operating activities

(610,184)

(980,481)

Proceeds from sale of Units, net of underwriting discounts paid

294,262,000

Payment of offering costs

(134,002)

Net cash provided by financing activities

301,970,909

Non-Cash Investing and Financing Activities:

Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities

$ 21,313,333

[1]	Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

Stock-based Compensation - Additional Information (Detail)				1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 28, 2021 shares	Dec. 27, 2020 shares	May 15, 2020 Employee shares	Dec. 27, 2020 $ / shares shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Granted \| shares							10,670,275	5,859,500
Stock-based compensation expense					$ 10,333,000	$ 372,000	$ 32,202,000	$ 814,000
Weighted Average Exercise Price, Granted \| $ / shares							$ 0.34	$ 0.31
Expected term							5 years 9 months 10 days	5 years 10 months 2 days
2016 Equity Incentive Plan [Member] \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period					1 year		1 year
2016 Equity Incentive Plan [Member] \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting period					4 years		4 years
Options expiration period					10 years		10 years
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 1,400,000		$ 200,000
Deferred stock-based compensation expense							10,800,000
Cash received from exercise of options							900,000	$ 100,000
Unrecognized stock based compensation expense					$ 10,300,000		$ 11,600,000	800,000
Recognized over weighted average period					1 year 4 months 17 days		1 year 4 months 6 days
Total Intrinsic value of stock options exercised							$ 18,700,000	100,000
Number of employee \| Employee			1
Stock Options [Member] \| Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Granted \| shares			206,250	2,658,500
Options vesting period				4 years
Weighted Average Exercise Price, Granted \| $ / shares				$ 0.44
In The Money Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense							$ 11,000,000
Restricted Stock Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Terms of vesting awards							In 2016, the Company issued Class A and Class B restricted stock awards ("RSAs") to certain founding members of the Company. Each award reflects one Class A common stock or Class B common stock that issued to the award recipient. These awards are generally earned upon the completion of vesting periods ending July 1, 2018, August 24, 2019, January 25, 2020 and April 25, 2020, respectively.
Expected term							1 year 6 months
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 0
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 7,141,000	$ 220,000	$ 31,863,000	$ 624,000
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Granted \| shares		7,000,000					7,000,000
Number of Shares, Vested \| shares							7,000,000
Grant date fair value \| $ / shares							$ 4.49
Remaining privately owned period							1 year 6 months
Common Class A \| 2016 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock share capital available for awards \| shares					18,260,666		18,260,666
Series C Convertible Preferred Stock \| Secondary Sale Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 8,200,000
Series C Convertible Preferred Stock \| Secondary Sale Agreement [Member] \| Chris Kemp [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Sale of stock, shares \| shares	3,775,879
Series C Convertible Preferred Stock \| Secondary Sale Agreement [Member] \| Adam London [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Sale of stock, shares \| shares	2,265,529

Stock-based Compensation - Summary of Nonvested Restricted Stock Shares Activity (Detail) - Restricted Stock Awards [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Nonvested, beginning of period	2,993,752	21,485,419
Shares, Granted	0	0
Shares, Forfeited or canceled	0	0
Shares, Vested	2,993,752	18,491,667
Shares, Nonvested, end of period		2,993,752
Weighted Average Grant Date Fair Value, Nonvested, beginning of period	$ 0.03	$ 0.03
Weighted Average Grant Date Fair Value, Granted	0	0
Weighted Average Grant Date Fair Value, Forfeited or canceled		0.03
Weighted Average Grant Date Fair Value, Vested	$ 0.03	0.03
Weighted Average Grant Date Fair Value, Nonvested, end of period		$ 0.03

Long-Term Debt - Schedule of Range of Input for Fair Value Measurement of Debt (Detail)	Mar. 31, 2021	Dec. 31, 2020
June 2019 Convertible Note [Member] \| Preferred Stock Value [Member]
Debt Instrument [Line Items]
Measurement Input	1.30	1.30
June 2019 Convertible Note [Member] \| Risk Free Rates [Member] \| Minimum
Debt Instrument [Line Items]
Measurement Input	0.018	0.018
June 2019 Convertible Note [Member] \| Risk Free Rates [Member] \| Maximum
Debt Instrument [Line Items]
Measurement Input	0.020	0.020
June 2019 Convertible Note [Member] \| Risk-Adjusted Discount Rate [Member]
Debt Instrument [Line Items]
Measurement Input		0.150
June 2019 Convertible Note [Member] \| Risk-Adjusted Discount Rate [Member] \| Maximum
Debt Instrument [Line Items]
Measurement Input	0.150
June 2019 Convertible Note [Member] \| Additional Discount Factor [Member] \| Minimum
Debt Instrument [Line Items]
Measurement Input	0.001	0.001
June 2019 Convertible Note [Member] \| Additional Discount Factor [Member] \| Maximum
Debt Instrument [Line Items]
Measurement Input	0.009	0.009
June 2019 Convertible Note [Member] \| Scenario Probability [Member]
Debt Instrument [Line Items]
Measurement Input		0.153
June 2019 Convertible Note [Member] \| Preferred Volatility [Member] \| Maximum
Debt Instrument [Line Items]
Measurement Input	0.153
October 2019 Convertible Note [Member] \| Preferred Stock Value [Member]
Debt Instrument [Line Items]
Measurement Input	1.30	1.30
October 2019 Convertible Note [Member] \| Risk Free Rates [Member] \| Minimum
Debt Instrument [Line Items]
Measurement Input	0.009	0.009
October 2019 Convertible Note [Member] \| Risk Free Rates [Member] \| Maximum
Debt Instrument [Line Items]
Measurement Input	0.018	0.018
October 2019 Convertible Note [Member] \| Risk-Adjusted Discount Rate [Member]
Debt Instrument [Line Items]
Measurement Input	0.150	0.150
October 2019 Convertible Note [Member] \| Additional Discount Factor [Member] \| Minimum
Debt Instrument [Line Items]
Measurement Input	0.009	0.009
October 2019 Convertible Note [Member] \| Additional Discount Factor [Member] \| Maximum
Debt Instrument [Line Items]
Measurement Input	0.047	0.047
October 2019 Convertible Note [Member] \| Scenario Probability [Member]
Debt Instrument [Line Items]
Measurement Input		0.153
October 2019 Convertible Note [Member] \| Preferred Volatility [Member]
Debt Instrument [Line Items]
Measurement Input	0.153
Q4 2020 Convertible Note [Member] \| Preferred Stock Value [Member] \| Minimum
Debt Instrument [Line Items]
Measurement Input	1.98	1.98
Q4 2020 Convertible Note [Member] \| Preferred Stock Value [Member] \| Maximum
Debt Instrument [Line Items]
Measurement Input	2.32	2.32
Q4 2020 Convertible Note [Member] \| Risk Free Rates [Member]
Debt Instrument [Line Items]
Measurement Input	0.001	0.001
Q4 2020 Convertible Note [Member] \| Risk-Adjusted Discount Rate [Member]
Debt Instrument [Line Items]
Measurement Input	0.150	0.150
Q4 2020 Convertible Note [Member] \| Additional Discount Factor [Member]
Debt Instrument [Line Items]
Measurement Input	0.047	0.047
Q4 2020 Convertible Note [Member] \| Scenario Probability [Member]
Debt Instrument [Line Items]
Measurement Input		0.200
Q4 2020 Convertible Note [Member] \| Preferred Volatility [Member]
Debt Instrument [Line Items]
Measurement Input	0.200

Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			7 Months Ended
	Aug. 11, 2020	Aug. 07, 2020	Dec. 31, 2020	Mar. 31, 2021	Dec. 31, 2019
Common Class A
Initial Public Offering (Textual)
Common stock, par value (in Dollars per share)			$ 0.000001	$ 0.000001	$ 0.000001
Holicity Inc.
Initial Public Offering (Textual)
Sale of units		300,000,000
Sale of stock per share		$ 10.00		10.00
Holicity Inc. \| Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of units		30,000,000
Sale of stock per share		$ 10.00
Initial public offering to purchase		4,125,000
Holicity Inc. \| Over Allotments [Member]
Initial Public Offering (Textual)
Sale of stock per share	$ 10.00
Total gross proceeds (in Dollars)	$ 25.0		$ 300.0
Initial public offering to purchase	2,500,000	4,125,000
Shares forfeited	406,250
Aggregate of initial public offering units	7,500,000
Sale of units			30,000,000
Holicity Inc. \| Common Class A
Initial Public Offering (Textual)
Sale of stock per share		$ 11.50
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Holicity Inc. \| Common Class A \| Initial Public Offering [Member]
Initial Public Offering (Textual)
Sale of units		27,500,000
Sale of stock per share		$ 10.00
Total gross proceeds (in Dollars)		$ 275.0
Common stock, par value (in Dollars per share)		$ 0.0001
Shares issued price per share (in Dollars per share)		$ 11.50

Long-Term Debt- Schedule of Debt Conversions (Detail) - Convertible Notes [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Debt Instrument [Line Items]
BCF \| $	$ 9,719
October 29, 2020 [Member]
Debt Instrument [Line Items]
Effective Conversion Price	$ 1.33
Fair Value of Series B Preferred Stock	$ 2.32
Number of Shares upon Conversion \| shares	1,125,281
BCF \| $	$ 1,113
November 12, 2020 [Member]
Debt Instrument [Line Items]
Effective Conversion Price	$ 1.33
Fair Value of Series B Preferred Stock	$ 2.32
Number of Shares upon Conversion \| shares	4,456,114
BCF \| $	$ 4,407
November 19, 2020 [Member]
Debt Instrument [Line Items]
Effective Conversion Price	$ 1.33
Fair Value of Series B Preferred Stock	$ 2.32
Number of Shares upon Conversion \| shares	871,378
BCF \| $	$ 862
November 19, 2020 [Member]
Debt Instrument [Line Items]
Effective Conversion Price	$ 1.33
Fair Value of Series B Preferred Stock	$ 2.32
Number of Shares upon Conversion \| shares	2,504,466
BCF \| $	$ 2,476
December 01, 2020 [Member]
Debt Instrument [Line Items]
Effective Conversion Price	$ 1.33
Fair Value of Series B Preferred Stock	$ 2.32
Number of Shares upon Conversion \| shares	120,030
BCF \| $	$ 119
December 11, 2020 [Member]
Debt Instrument [Line Items]
Effective Conversion Price	$ 1.33
Fair Value of Series B Preferred Stock	$ 2.32
Number of Shares upon Conversion \| shares	750,188
BCF \| $	$ 742

Lease - Schedule of Future Minimum Lease Payments Under Non Cancellable Leases (Detail) $ in Thousands	Mar. 31, 2021 USD ($)
Operating Leases
2021 (excluding the three months ended March 31, 2021)	$ 1,031
2022	766
2023	763
2024	762
2025	762
Thereafter	1,803
Total future undiscounted minimum lease payments	5,887
Total future undiscounted minimum lease payments	5,887
Less: Imputed Interest	(1,181)
Present value of lease liabilities	4,706
Less: Current portion of operating lease obligation	(1,198)
Operating lease obligation, net of current portion	3,508
Finance Leases
2021 (excluding the three months ended March 31, 2021)	0
2022	0
2023	0
2024	0
2025	0
Thereafter	0
Total future undiscounted minimum lease payments	0
Less: Imputed Interest	0
Present value of lease liabilities	0
Less: Current portion of operating lease obligation	0
Operating lease obligation, net of current portion	$ 0

Proposed Business Combination	3 Months Ended	7 Months Ended
Proposed Business Combination	Mar. 31, 2021	Dec. 31, 2020
Holicity Inc.
Proposed Business Combination	Note 9—Proposed Business Combination On February 2, 2021, the Company entered into a business combination agreement by and among the Company, Holicity Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Astra Space, Inc. (“Astra”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). The business combination was unanimously approved by the Company’s board of directors (the “Board”) on January 29, 2021. If the Business Combination Agreement is approved by the Company’s stockholders and Astra’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Astra with Astra surviving the merger as a wholly-owned subsidiary of the Company (the “Astra Merger”). In addition, in connection with the consummation of the Astra Merger (the “Closing”), the Company will be renamed “Astra Space, Inc.” and is referred to herein as “New Astra” as of the time following such change of name. Pursuant to the Business Combination Agreement, the Company has agreed to acquire all of the outstanding equity interests of Astra for approximately $2.03 billion in aggregate consideration to be paid at the effective time of the Astra Merger (the “Effective Time”). The consideration for the Astra Merger will be paid through stock in New Astra as follows: each share of Astra common stock and each share of preferred stock of Astra (“Astra Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive, with respect to any Astra Class A common stock or Astra Preferred Stock issued and outstanding immediately prior to the Effective Time, a number of shares of Class A common stock of the Company equal to the “Per Share Merger Consideration Value” divided by $10.00 per share, where the “Per Share Merger Consideration Value” is (a)(x) $2,030,000,000.00 plus (y) the aggregate exercise price of all of the options to purchase shares of Astra common stock (“Astra Options”) and warrants to purchase shares of Astra common stock (“Astra Warrants”) described in the Business Combination Agreement divided by (b) the number of all outstanding shares, as of the date hereof, of Astra common stock (including (A) shares of Astra common stock issuable upon conversion of the Astra Preferred Stock outstanding on the date hereof, (B) any shares of Astra common stock issued or issuable upon the exercise of all Astra Options and Astra Warrants outstanding on the date of the Business Combination Agreement and (C) the vesting of Astra restricted shares outstanding as of the date of the Business Combination Agreement). Each share of Astra Class A common stock and each share of Astra Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra Class A common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class A common stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share and each share of Astra Class B common stock and each share of Founders Preferred Stock of Astra (other than dissenting shares and shares of Astra Class B common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class B Common Stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share. Pursuant to the Business Combination Agreement, at the Effective Time, (i) each Astra Option that is outstanding and unexercised immediately prior to the Effective Time shall be assumed and converted into a newly issued option exercisable for Class A common stock of New Astra, (ii) each Astra Warrant that is issued and outstanding immediately prior to the Effective Time and has not been terminated pursuant to its terms will be assumed and converted into a warrant exercisable for Class A common stock of New Astra on the same terms and conditions as applied to the existing Astra Warrants, and (iii) in respect of each unvested share of restricted stock or restricted stock unit that is unvested immediately prior to the effective time of the Astra Merger (A) each share of restricted stock or restricted stock unit (other than those held by an individual who has waived the right to accelerate the vesting of such stock or stock unit) will become immediately vested and the holder will be entitled to receive the applicable per share merger consideration, less applicable tax withholding, if any and (B) each share of restricted stock or restricted stock unit held by an individual who has waived the right to accelerate the vesting of such stock or stock unit will be cancelled and converted into restricted shares of New Astra stock, subject to the same terms and conditions as the Astra awards. The shares of Class B common stock of New Astra will have the same economic terms as the shares of Class A common stock of New Astra, but the shares of Class B common stock of New Astra will have 10 votes per share, whereas the shares of Class A common stock will have one (1) vote per share. The outstanding shares of Class B common stock of New Astra will be subject to a “sunset” provision permitted whereby such shares of Class B common Stock of New Astra will automatically convert to shares of Class A common stock if the Founders and other qualified holders of Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of Class B common stock of New Astra collectively held by the Founders and their permitted transferees as of the Effective Time. The closing of the Astra Merger is subject to certain customary conditions, including, among other things: (i) approval by the Company’s stockholders and Astra’s stockholders of the Business Combination Agreement, the Astra Merger and certain other actions related thereto; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended; (iii) the Company having at least $250 million of cash at the closing of the Astra Merger, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements (as defined below), after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the Astra Merger and the payment of Astra’s and the Company’s outstanding transaction expenses as contemplated by the Business Combination Agreement; (iv) the shares of Class A common stock of New Astra to be issued in connection with the Astra Merger having been approved for listing on The Nasdaq Capital Market (“Nasdaq”) subject only to official notice of issuance thereof; (v) no material adverse effect, as defined in the Business Combination Agreement, has occurred with respect to Astra; and (vi) each Founder is employed by and devotes his full time and attention to Astra, and has not died or become disabled. Other Agreements Subscription Agreements The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of February 2, 2021, with certain institutional investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Astra Merger, an aggregate of 20,000,000 shares of Class A common stock for $10 per share for aggregate gross proceeds of $200 million. As a consequence of the Astra Merger, as of the closing of the Astra Merger, each of the holders of shares of Class A common stock issued pursuant to the Subscription Agreements will automatically receive, on a one-for-one basis, shares of New Astra Class A common stock. Investors’ Rights Agreement The Company entered into an investors’ rights agreement (the “Investors’ Rights Agreement”), dated as of February 2, 2021, among the Company, Astra and certain of their respective stockholders including the Founders and X-icity Holdings Corporation (the “Sponsor”), which will become effective upon consummation of the Astra Merger. Pursuant to the Investors’ Rights Agreement, New Astra will be required to register for resale securities held by the stockholders party thereto. New Astra will have no obligation to facilitate more than one demand made by the Sponsor, or its affiliates, that New Astra register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by New Astra. New Astra will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Investors’ Rights Agreement. The Investors’ Rights Agreement restricts the ability of the Sponsor and the Founders to transfer their shares of New Astra common stock, subject to certain permitted transfers, until the earlier of (i) the first anniversary of the closing of the Astra Merger and (ii) following the closing of the Astra Merger, if the closing price of the New Astra common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing of the Astra Merger. The Investors’ Rights Agreement also restricts the ability of each other stockholder who is a party thereto, including the directors and officers of Astra, to transfer their shares of New Astra common stock, subject to certain permitted transfers, until six (6) months after the closing of the Astra Merger. Support Agreements In connection with and following the execution of the Business Combination Agreement, certain Astra stockholders (the “Astra Supporting Stockholders”) entered into Astra support agreements with the Company (the “Support Agreements”). Under the Support Agreements, each Astra Supporting Stockholder agreed, on (or effective as of) the third business day following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company’s stockholders of the Astra Merger, to execute and deliver a written consent with respect to the outstanding shares of Astra common stock and preferred stock held by such Astra Supporting Stockholder adopting the Business Combination Agreement and approving the Astra Merger. The shares of Astra common stock and preferred stock that are owned by the Astra Supporting Stockholders and subject to the Support Agreements represent approximately seventy percent (70%) of the outstanding voting power of Astra common stock and preferred stock (on an as converted basis). In addition, the Support Agreements prohibit the Astra Supporting Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. Sponsor Agreement In connection with the execution of the Business Combination Agreement, the Sponsor entered into an Agreement (the “Sponsor Agreement”) with Astra, pursuant to which the Sponsor agreed to vote all shares of the Company’s common stock beneficially owned by it in favor of each of the proposals at the Company’s stockholders meeting to vote on the Astra Merger and the adoption of the Business Combination Agreement, to use its reasonable best efforts to take all actions reasonably necessary to consummate the Astra Merger, to waive any anti-dilution protections provided to the Sponsor in the Company’s Certificate of Incorporation and to not take any action that would reasonably be expected to materially delay or prevent the satisfaction of the conditions to the Astra Merger set forth in the Business Combination Agreement. The Sponsor Agreement provides that the Sponsor will not redeem any shares of the Company’s common stock and will take all actions necessary to opt out of any class in any class action with respect to any claim, derivative or otherwise, against the Company, Astra, any affiliate or designee of the Sponsor acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution or delivery of the Sponsor Agreement, the Business Combination Agreement or the consummation of the transactions contemplated in such agreements. Director Nomination Agreement In connection with the Closing, New Astra and the Sponsor will enter into a director nomination agreement (the “Director Nomination Agreement”). Pursuant to the Director Nomination Agreement, the Sponsor will hold certain rights to nominate a member of the Board effective as of the Closing Date, subject to the conditions set forth in the Director Nomination Agreement. The Sponsor’s initial nominee to the board is expected to be Craig McCaw. The Director Nomination Agreement will terminate as of the date that is twelve (12) months after of the Closing.	NOTE 11. PROPOSED BUSINESS COMBINATION On February 2, 2021, the Company entered into a business combination agreement by and among the Company, Holicity Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Astra Space, Inc. (“Astra”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). The business combination was unanimously approved by the Company’s board of directors (the “Board”) on January 29, 2021. If the Business Combination Agreement is approved by the Company’s stockholders and Astra’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Astra with Astra surviving the merger as a wholly-owned subsidiary of the Company (the “Astra Merger”). In addition, in connection with the consummation of the Astra Merger (the “Closing”), the Company will be renamed “Astra Space, Inc.” and is referred to herein as “New Astra” as of the time following such change of name. Pursuant to the Business Combination Agreement, the Company has agreed to acquire all of the outstanding equity interests of Astra for approximately $2.03 billion in aggregate consideration to be paid at the effective time of the Astra Merger (the “Effective Time”). The consideration for the Astra Merger will be paid through stock in New Astra as follows: each share of Astra common stock and each share of preferred stock of Astra (“Astra Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive, with respect to any Astra Class A common stock or Astra Preferred Stock issued and outstanding immediately prior to the Effective Time, a number of shares of Class A common stock of the Company equal to the “Per Share Merger Consideration Value” divided by $10.00 per share, where the “Per Share Merger Consideration Value” is (a)(x) $2,030,000,000.00 plus (y) the aggregate exercise price of all of the options to purchase shares of Astra common stock (“Astra Options”) and warrants to purchase shares of Astra common stock (“Astra Warrants”) described in the Business Combination Agreement divided by (b) the number of all outstanding shares, as of the date hereof, of Astra common stock (including (A) shares of Astra common stock issuable upon conversion of the Astra Preferred Stock outstanding on the date hereof, (B) any shares of Astra common stock issued or issuable upon the exercise of all Astra Options and Astra Warrants outstanding on the date of the Business Combination Agreement and (C) the vesting of Astra restricted shares outstanding as of the date of the Business Combination Agreement). Each share of Astra Class A common stock and each share of Astra Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of Astra Class A common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class A common stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share and each share of Astra Class B common stock and each share of Founders Preferred Stock of Astra (other than dissenting shares and shares of Astra Class B common stock held in the treasury of Astra immediately prior to the Effective Time) shall be converted into the right to receive a number of shares of the Company’s Class B Common Stock equal to (i) the Per Share Merger Consideration Value, divided by (ii) $10.00 per share. Pursuant to the Business Combination Agreement, at the Effective Time, (i) each Astra Option that is outstanding and unexercised immediately prior to the Effective Time shall be assumed and converted into a newly issued option exercisable for Class A common stock of New Astra, (ii) each Astra Warrant that is issued and outstanding immediately prior to the Effective Time and has not been terminated pursuant to its terms will be assumed and converted into a warrant exercisable for Class A common stock of New Astra on the same terms and conditions as applied to the existing Astra Warrants, and (iii) in respect of each unvested share of restricted stock or restricted stock unit that is unvested immediately prior to the effective time of the Astra Merger (A) each share of restricted stock or restricted stock unit (other than those held by an individual who has waived the right to accelerate the vesting of such stock or stock unit) will become immediately vested and the holder will be entitled to receive the applicable per share merger consideration, less applicable tax withholding, if any and (B) each share of restricted stock or restricted stock unit held by an individual who has waived the right to accelerate the vesting of such stock or stock unit will be cancelled and converted into restricted shares of New Astra stock, subject to the same terms and conditions as the Astra awards. The shares of Class B common stock of New Astra will have the same economic terms as the shares of Class A common stock of New Astra, but the shares of Class B common stock of New Astra will have 10 votes per share, whereas the shares of Class A common stock will have one (1) vote per share. The outstanding shares of Class B common stock of New Astra will be subject to a “sunset” provision permitted whereby such shares of Class B common Stock of New Astra will automatically convert to shares of Class A common stock if the Founders and other qualified holders of Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of Class B common stock of New Astra collectively held by the Founders and their permitted transferees as of the Effective Time. The closing of the Astra Merger is subject to certain customary conditions, including, among other things: (i) approval by the Company’s stockholders and Astra’s stockholders of the Business Combination Agreement, the Astra Merger and certain other actions related thereto; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended; (iii) the Company having at least $250 million of cash at the closing of the Astra Merger, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements (as defined below), after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the Astra Merger and the payment of Astra’s and the Company’s outstanding transaction expenses as contemplated by the Business Combination Agreement; (iv) the shares of Class A common stock of New Astra to be issued in connection with the Astra Merger having been approved for listing on The Nasdaq Capital Market (“Nasdaq”) subject only to official notice of issuance thereof; (v) no material adverse effect, as defined in the Business Combination Agreement, has occurred with respect to Astra; and (vi) each Founder is employed by and devotes his full time and attention to Astra, and has not died or become disabled. Other Agreements Subscription Agreements The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of February 2, 2021, with certain institutional investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Astra Merger, an aggregate of 20,000,000 shares of Class A common stock for $10 per share for aggregate gross proceeds of $200 million. As a consequence of the Astra Merger, as of the closing of the Astra Merger, each of the holders of shares of Class A common stock issued pursuant to the Subscription Agreements will automatically receive, on a one-for-one basis, shares of New Astra Class A common stock. Investors’ Rights Agreement The Company entered into an investors’ rights agreement (the “Investors’ Rights Agreement”), dated as of February 2, 2021, among the Company, Astra and certain of their respective stockholders including the Founders and X-icity Holdings Corporation (the “Sponsor”), which will become effective upon consummation of the Astra Merger. Pursuant to the Investors’ Rights Agreement, New Astra will be required to register for resale securities held by the stockholders party thereto. New Astra will have no obligation to facilitate more than one demand made by the Sponsor, or its affiliates, that New Astra register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by New Astra. New Astra will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Investors’ Rights Agreement. The Investors’ Rights Agreement restricts the ability of the Sponsor and the Founders to transfer their shares of New Astra common stock, subject to certain permitted transfers, until the earlier of (i) the first anniversary of the closing of the Astra Merger and (ii) following the closing of the Astra Merger, if the closing price of the New Astra common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing of the Astra Merger. The Investors’ Rights Agreement also restricts the ability of each other stockholder who is a party thereto, including the directors and officers of Astra, to transfer their shares of New Astra common stock, subject to certain permitted transfers, until six (6) months after the closing of the Astra Merger. Support Agreements In connection with and following the execution of the Business Combination Agreement, certain Astra stockholders (the “Astra Supporting Stockholders”) entered into Astra support agreements with the Company (the “Support Agreements”). Under the Support Agreements, each Astra Supporting Stockholder agreed, on (or effective as of) the third business day following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company’s stockholders of the Astra Merger, to execute and deliver a written consent with respect to the outstanding shares of Astra common stock and preferred stock held by such Astra Supporting Stockholder adopting the Business Combination Agreement and approving the Astra Merger. The shares of Astra common stock and preferred stock that are owned by the Astra Supporting Stockholders and subject to the Support Agreements represent approximately seventy percent (70%) of the outstanding voting power of Astra common stock and preferred stock (on an as converted basis). In addition, the Support Agreements prohibit the Astra Supporting Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. Sponsor Agreement In connection with the execution of the Business Combination Agreement, the Sponsor entered into an Agreement (the “Sponsor Agreement”) with Astra, pursuant to which the Sponsor agreed to vote all shares of the Company’s common stock beneficially owned by it in favor of each of the proposals at the Company’s stockholders meeting to vote on the Astra Merger and the adoption of the Business Combination Agreement, to use its reasonable best efforts to take all actions reasonably necessary to consummate the Astra Merger, to waive any anti-dilution protections provided to the Sponsor in the Company’s Certificate of Incorporation and to not take any action that would reasonably be expected to materially delay or prevent the satisfaction of the conditions to the Astra Merger set forth in the Business Combination Agreement. The Sponsor Agreement provides that the Sponsor will not redeem any shares of the Company’s common stock and will take all actions necessary to opt out of any class in any class action with respect to any claim, derivative or otherwise, against the Company, Astra, any affiliate or designee of the Sponsor acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution or delivery of the Sponsor Agreement, the Business Combination Agreement or the consummation of the transactions contemplated in such agreements. Director Nomination Agreement In connection with the Closing, New Astra and the Sponsor will enter into a director nomination agreement (the “Director Nomination Agreement”). Pursuant to the Director Nomination Agreement, the Sponsor will hold certain rights to nominate a member of the Board effective as of the Closing Date, subject to the conditions set forth in the Director Nomination Agreement. The Sponsor’s initial nominee to the board is expected to be Craig McCaw. The Director Nomination Agreement will terminate as of the date that is twelve (12) months after of the Closing.

FAIR VALUE MEASUREMENTS (Tables) - Holicity Inc.

3 Months Ended

7 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of fair value hierarchy


Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	300,012,660	$	300,046,957
Liabilities:
Warrant liabilities		1		28,900,000		—
Warrant liabilities		3		16,906,666		27,253,333


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account — U.S. Treasury Securities Money Market Fund		1	$	300,046,957
Liabilities:
Warrant liabilities		3		27,253,333

Schedule of changes in the fair value of warrant liabilities

The change in the fair value of the warrant liabilities for the period from December 31, 2020 through March 31, 2021 is summarized as follows:


	Warrant Liabilities
Fair value as of December 31, 2020	$	27,253,333
Change in fair value of warrant liabilities		18,553,333

Fair value as of March 31, 2021	$	45,806,666

The change in the fair value of the warrant liabilities for the period from June 2, 2020 (inception) through December 31, 2020 is summarized as follows:


	Warrant Liabilities
Fair value as of June 2, 2020 (inception)	$	—
Initial measurement on August 7, 2020⁽¹⁾		21,313,333
Change in fair value of warrant liabilities		5,940,000

Fair value as of December 31, 2020	$	27,253,333

(1)	Includes 833,333 Public Warrants issued as a result of the partial exercise of Over-Allotment Units and 333,333 Private Placement Warrants as a result of the Over-Allotment Private Placement.

COMMITMENTS (Tables)

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Operating Lease Payments

Future minimum operating lease payments as of December 31, 2020 are as follows (in thousands):


Year Ending December 31,	Minimum Lease Commitment
2021	$	712
2022		766
2023		763
2024		762
2025		762
Thereafter		1,708

Total	$	5,473