v3.26.1
Acquisition
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition Acquisitions
Solestial Space Technology

On February 9, 2026 and May 7, 2026, the Company made minority equity investments of $3.0 million and $1.0 million, respectively, in Solestial Space Technology, Inc. (“Solestial”). Solestial is an Arizona-based provider of space solar technology with self-healing silicon technology proven on orbit. On May 15, 2026, the Company entered into an Agreement and Plan of Reorganization (the “Solestial Merger Agreement”) with Solestial. Pursuant to the Solestial Merger Agreement, the Company acquired all of the issued and outstanding equity interests of Solestial on June 4, 2026.

Consideration for this acquisition was $71.7 million, which consisted of $15.5 million in cash and approximately $51.8 million in equity consideration in the form of shares of the Company’s common stock, based at a price per share of common stock on the NYSE as of June 4, 2026, the closing date of the acquisition. The fair value of the prior minority equity investment in Solestial was valued at $4.4 million at the closing of the acquisition on June 4, 2026, resulting in a
gain of $0.4 million which is included in other (expense) income, net on the unaudited condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2026.

The Company incurred $1.5 million of acquisition‑related expenses, which are recorded in transaction costs on the unaudited condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2026. These expenses include legal and advisory fees paid at closing, deal fees, insurance‑related costs, and other related expenses.

The acquisition was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets and liabilities acquired were recorded at their estimated fair values. The determination of fair value was based on management’s analysis with the assistance of an independent third‑party valuation firm. The excess purchase price resulting in goodwill is primarily attributable to Solestial’s acquired workforce and expected synergies. None of the goodwill is expected to be deductible for income tax purposes. The results of operations of Solestial are included in the unaudited condensed consolidated financial statements from the date of acquisition.

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed. Provisional fair value measurements were made for assets acquired and liabilities assumed. Adjustments to those measurements may be made in subsequent periods, up to one year from the date of acquisition, as the Company continues to evaluate the information necessary to complete the analysis.

Allocation of Purchase PriceAmount
Cash and cash equivalents$1,116 
Accounts receivable69 
Inventories1,069 
Prepaid expenses and other current assets280 
Fixed assets4,479 
Finance lease right of use assets2,294 
Trade names600 
Technology7,000 
Customer relationships1,800 
Other assets302 
    Total identifiable assets acquired19,009 
Accounts payable and accrued expenses$(585)
Contract liabilities(524)
Finance lease liability, current(822)
Financing lease liability, less current portion(1,348)
Deferred income tax liability(84)
Total liabilities assumed(3,363)
Net identifiable assets acquired15,646 
Goodwill56,094 
Fair value of net assets acquired$71,740 

The acquired intangible assets are expected to have useful lives ranging from 5 to 13 years. The provisional fair values for the trade names and technology assets were estimated using the relief‑from‑royalty method. The provisional fair values for the customer relationship assets were estimated using the multi‑period excess earnings method ("MPEEM"). These models reflect management’s estimates of future cash flows, operating performance, and economic conditions.
Orbion Space Technology

On December 11, 2025, the Company made an investment of $5.0 million in the preferred equity of Orbion Space Technology, Inc. (“Orbion”), resulting in a noncontrolling equity interest. Orbion is a Michigan-based manufacturer of flight-proven electric propulsion systems. On March 6, 2026, the Company entered into an Agreement and Plan of Merger (the “Orbion Merger Agreement”) with Orbion. Pursuant to the Orbion Merger Agreement, the Company acquired all of the issued and outstanding equity interests of Orbion.

Consideration for this acquisition was $74.9 million, which consisted of approximately $11.2 million in cash and $60.2 million in equity consideration in the form of shares of the Company’s common stock. The fair value of preferred equity held by the Company from the initial investment in Orbion was $3.5 million, which was included in the total consideration. The fair value of this investment was determined using a market-based approach, based on the quoted share price of the Company’s common stock and the contractual conversion ratio of the preferred equity, and the resulting loss of $1.5 million is included in other (expense) income, net on the unaudited condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2026.

The Company incurred $2.4 million of acquisition‑related expenses, which are recorded in Transaction costs on the unaudited condensed consolidated statement of operations and comprehensive loss in the six months ended June 30, 2026. These expenses include legal and advisory fees paid at closing, deal fees, insurance‑related costs, and other related expenses.

The acquisition was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets and liabilities acquired were recorded at their estimated fair values. The determination of fair value was based on management’s analysis with the assistance of an independent third‑party valuation firm. The excess purchase price resulting in goodwill is primarily attributable to Orbion’s acquired workforce and expected synergies. None of the goodwill is expected to be deductible for income tax purposes. The results of operations from the acquisition of Orbion were included in the unaudited condensed consolidated financial statements from the date of acquisition.

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed. Provisional fair value measurements were made for assets acquired and liabilities assumed. Adjustments to those measurements may be made in subsequent periods, up to one year from the date of acquisition, as the Company continues to evaluate the information necessary to complete the analysis.
Allocation of Purchase PriceAmount
Cash and cash equivalents$439 
Accounts receivable699 
Inventories148 
Prepaid expenses and other assets965 
Fixed assets5,476 
Right of use assets140 
Trade name1,100 
Technology9,500 
Backlog900 
Customer relationships6,800 
    Total identifiable assets acquired$26,167 
Accounts payable and accrued expenses$(11,096)
Contract liabilities(3,110)
Operating lease liability, current(106)
Operating lease liability, less current portion(34)
Deferred income tax liability(111)
Total liabilities assumed(14,457)
Net identifiable assets acquired11,710 
Goodwill63,148 
Fair value of net assets acquired$74,858 

The acquired intangible assets are expected to have useful lives ranging from 1 to 9 years. The provisional fair values for the trade name and technology assets were estimated using the relief‑from‑royalty method. The provisional fair values for the backlog and customer relationship assets were estimated using the MPEEM. These models reflect management’s estimates of future cash flows, operating performance, and economic conditions.

ATLAS Space Operations

On June 9, 2025, the Company invested in preferred equity of ATLAS Space Operations, Inc. (“ATLAS”), representing an approximate 5% equity interest. ATLAS is a leading provider of Ground Software-as-a-Service (GSaaS) solutions for space-based communication and global connectivity headquartered in Traverse City, MI. Through a series of common control transactions contemplated in an Agreement and Plan of Merger and effected on August 29, 2025, ownership of ATLAS was transferred to the Company.

Consideration for this acquisition was $85.8 million which consisted of $1.5 million in cash (including $1.3 million in seller transaction expenses) and $78.6 million in equity consideration in the form of Holdings common units. The fair value of these units was determined by the Company with the assistance of a third-party valuation. The fair value of preferred equity held by the Company from the initial investment in ATLAS was $5.8 million, which was included in the total consideration.

The acquisition was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets and liabilities acquired were recorded at their estimated fair values. The determination of fair value was based on management’s analysis with the assistance of an independent third-party valuation firm. The excess purchase price resulting in goodwill is primarily attributable to ATLAS’s acquired workforce and expected synergies. None of the
goodwill is expected to be deductible for income tax purposes. The results of operations from the acquisition of ATLAS were included in the consolidated financial statements from the date of acquisition.

The following table summarizes the final fair values of the assets acquired and liabilities assumed.
Allocation of Purchase PriceAmount
Cash and cash equivalents$404 
Accounts receivable833 
Prepaid expenses and other current assets55 
Fixed assets3,995 
Right of use assets2,252 
Trade name600 
Technology12,300 
Customer relationships11,300 
Deferred income tax asset4,601 
    Total identifiable assets acquired$36,340 
Accounts payable and accrued expenses$(7,208)
Notes payable - short term(1,500)
Contract liabilities(570)
Operating lease liability, current(830)
Operating lease liability, less current portion(1,415)
Notes payable - long term(2,232)
Other liabilities(7)
Total liabilities assumed(13,762)
Net identifiable assets acquired22,578 
Goodwill63,261 
Fair value of net assets acquired$85,839 
The acquired intangible assets are expected to have useful lives ranging from 5 to 20 years. Their fair values were determined using income-based valuation methodologies, including the MPEEM and the relief-from-royalty method. These models reflect management’s estimates of future cash flows, operating performance, and economic conditions.