Item 1A. Risk Factors 17
Item 1B. Unresolved Staff Comments 40
Item 2. Properties 40
Item 3. Legal Proceedings 40
Item 4. Mine Safety Disclosures 40
Part II
Item 6. [Reserved] 41
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 45
Item 8. Financial Statements and Supplementary Data 46
Item 9A. Controls and Procedures 47
Item 9B. Other Information 48
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 48
Part III
Item 10. Directors, Executive Officers and Corporate Governance 48
Item 11. Executive Compensation 52
Item 14. Principal Accountant Fees and Services 57
Part IV
Item 15. Exhibits and Financial Statement Schedules 58
Signatures 60
CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,”
“should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other
comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections
about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually
achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements
involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
● our projected financial position and estimated cash burn rate;
● our estimates regarding expenses, future revenues and capital requirements;
● our need to raise substantial additional capital to fund our operations;
● our ability to compete in the global space industry;
● our reliance on third-party suppliers and manufacturers;
● the success of competing products or services that are or become available;
All
of our forward-looking statements are as of the date of this Annual Report on Form 10-K only. In each case, actual results may differ
materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will
prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties
referred to in this Annual Report on Form 10-K or included in our other public disclosures or our other periodic reports or other documents
or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely
affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan
to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections
or other circumstances affecting such forward-looking statements occurring after the date of this Annual Report on Form 10-K, even if
such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements
or disclosures by us following this Annual Report on Form 10-K that modify or impact any of the forward-looking statements contained
in this Annual Report on Form 10-K will be deemed to modify or supersede such statements in this Annual Report on Form 10-K.
This
Annual Report on Form 10-K may contain estimates and other statistical data made by independent parties and by us relating to market
size and growth and other data about our industry. We obtained the industry and market data in this annual report on Form 10-K from our
own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a
number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we
operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not
to give undue weight to such projections, assumptions, and estimates. Further, industry and general publications, studies and surveys
generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness
of such information. While we believe that these publications, studies, and surveys are reliable, we have not independently verified
the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such
results and estimates have not been verified by any independent source.
RISK
FACTOR SUMMARY
Our
business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what
we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider
the full discussion of our risk factors in the section titled “Risk Factors,” together with the other information in this
Annual Report on Form 10-K. If any of the following risks actually occurs (or if any of those listed elsewhere in this Annual Report
on Form 10-K occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously
harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important
factors that adversely affect our business.
PART
I
Throughout
this Annual Report on Form 10-K, references to “we,” “our,” “us,” the “Company,” “Sidus,”
or “Sidus Space” refer to Sidus Space, Inc., individually, or as the context requires, collectively with its subsidiary.
ITEM
1. BUSINESS
Company
Overview
Sidus
Space is a space-as-a-service company focused on commercial satellite design, manufacture, launch, and data collection with a vision
to demonstrate space operations for new technologies and deliver data and predictive analytics to both domestic and global customers.
While our business has historically been centered on the design and manufacture of space hardware, our expansion into manufacturing
of spacecraft as well as on-orbit constellation management services and space data applications has led us to innovating in the area
of space data applications. Each of these areas and initiatives addresses a critical component of our cradle-to-grave solution and value
proposition for the space economy as a Space-as-a-Service company. We have over a decade of commercial, military and government manufacturing
experience combined with space qualification experience, existing customers and pipeline, and on-orbit International Space Station (ISS)
heritage hardware. We support commercial space, aerospace, defense, underwater marine and other commercial and government customers.
Our services include satellite manufacturing, satellite payload integration and operations support, satellite deployment and microgravity
testing and research, multidisciplinary design engineering, precision Computer Numerical Control (CNC) machining and fabrication, Swiss
screw machining, American Welding Society (AWS) certified welding and fabrication, electrical and electronic assemblies, wire cable harness
fabrication, and 3D composite and metal printing. We have designed and manufactured many flight and ground components and systems for
several government and commercial customers including large government contractors and government space agencies. Specific efforts
include:
● Manufacturing and assembling an umbilical plate for NASA Centaur
Significant
milestones and events include but are not limited to:
2018
● Awarded IDIQ contract vehicle to support Orion Crewed Space Capsule
● Manifested External Flight Test Platform for early 2019 launch
2019
● External Flight Test Platform successfully launched
2020
● Partnership established with Indian Aerospace firm Dhruva Space
2021
● External Flight Test Platform successfully returned on SpaceX CRS-21 from ISS
We
are Aerospace Basic Quality System Standard (AS) 9100D certified, International Traffic in Arms (ITAR) registered, and have received
approval of International Telecommunications Union (ITU) spectrum licensing for both X-Band and S-Band frequencies. We filed for X-band
and S-band radio frequencies licensing in February 2021 and were granted approval through a published filing by the ITU on April 4, 2021.
Our filing contains approved spectrum use for multiple X-Band and S-Band frequencies and five different orbital planes. Such licenses
are held through Aurea Alas, Ltd., an Isle of Man company, a related party to Sidus Space. The ITU is the specialized agency responsible
for principles and licensing of the use of orbit and spectrum. Before a satellite can use the spectrum and orbital resources it needs
to fulfil its mission, it requires an associated ‘satellite filing’. The filing is a tool to obtain international recognition
of these resources and it is a critical component to our offering, enabling users to demonstrate, test, and operate new technologies
in space.
Located
in Cape Canaveral, Florida, also known as “The Space Coast,” we operate from a 35,000 square foot manufacturing, assembly,
integration, and testing facility and as of December 31, 2021, employ 37 individuals with plans for additional growth
over the next year.
We
continually invest in innovative solutions and as of December 31, 2021 have 12 space related patents approved or pending,
which ownership was transferred to us by our majority shareholder, Craig Technologies, at no charge. Our patented technology includes
a print head for regolith-polymer mixture and associated feedstock; a heat transfer system for regolith; a method for establishing a
wastewater bioreactor environment; vertical takeoff and landing pad and interlocking pavers to construct same; and high-load vacuum chamber
motion feedthrough systems and methods. Regolith is a blanket of unconsolidated, loose, heterogeneous superficial deposits covering solid
rock. It includes dust, broken rocks, and other related materials and is present on Earth, the Moon, Mars, some asteroids, and other
terrestrial planets and moons.
Our
strategy is to build an all-inclusive space-as-a-service platform for the global space economy. Our Founder and Chief Executive Officer,
Carol Craig, has also built her namesake firm, Craig Technologies, into an aerospace and defense contracting company recognized throughout
the U.S. government and commercial space industries, that is backed by proven experience in the design, development, and commercialization
of new and innovative space technologies and services through aerospace and defense partnerships and collaborations. Ms. Craig’s
accomplishments as a seasoned CEO include the following awards:
● 2022 – I4 Business Women’s Inspired Leadership “Spirit of Progress” Award.
● 2020 - 2022 – weVenture Women who Rock Dr. Mary Helen McCay STEM Award.
● 2020 - U.S. Women’s Chamber of Commerce “Innovation and Performance” Award.
We
are developing and anticipating launching 100kg (220-pound) satellites with available space to rapidly integrate customer sensors and
technologies. By developing a standardized operating system for space, we believe we can deliver customer payloads to orbit in months,
rather than years. In addition, we anticipate delivering high-impact data for insights on aviation, maritime, weather, space services,
earth intelligence and observation, financial technology (Fintech) and the Internet of Things (IoT).
Our
smallsat design is a hybrid 3D platform that is cost efficient and designed to allow us to provide technology integration and space-based
data at a lower cost due to our vertically integrated manufacturing and space hardware expertise. As our satellite constellation grows,
the number of customers and the volume of data collection will scale.
Strategy
Our
strategy is to build an all-inclusive space-as-a-service platform for the global space economy that expands access to commercial, government
and academic innovators.
Maintaining
our Focus on Technology and Innovations
We
continue to focus on innovations to further enhance our customizable, lightweight, low-cost satellite which provides testing alternatives
for one or multiple systems or subsystems including electronics, propulsion, optics, communications, or any other type of innovative
technology at a lower cost and more rapid deployment than other launch and test options. We plan on offering multiple platforms to meet
a variety of customer needs.
Sidus
Constellation
LizzieSat
(LS) is our partially 3D manufactured low earth orbit (LEO) microsatellite that focuses on rapid, cost-effective development and
testing of innovative spacecraft technologies and provision of space-based data for multiple customers. Our LEO constellation
will be developed over approximately four years with additional satellites being added each year in coordination with the ramping up
of the volume of satellite manufacturing and our ground station growth. We believe our spectrum approval for multiple X-Band
and S-Band frequencies and five different orbital planes supports our strategy to reach 100 satellites on-orbit.
Subscription-Based
Revenue
Sidus
Space standard subsystem components are expected to provide redundancy and the ability to collect data for subscription services. In
addition, we intend on delivering high-impact data for insights on aviation, maritime, weather, space services, earth intelligence and
observation, financial technology (Fintech) and the Internet of Things.
Vertically
Integrated Products and Solutions
Through
our multidisciplinary approach to space support, we combine our history in systems integration, engineering, manufacturing, data collection
and analytics to create accurate mission-critical and space-rated components and systems. We provide design engineering, manufacturing,
and 3D printing all in-house to reduce time, costs, and waste related to satellite production. In addition, we offer the integration
of customer components, facilitate launch and provide data and predictive analytics using either our own data collection components or
customer components.
Our
Competitive Strengths
We
believe the following strengths position us to develop our products and services and capitalize on the presented opportunity:
Experienced
Management Team and Advisors
We
have established a management team and technical team of engineers with many members of the team having more than 20 years of experience
in their respective fields. Our team has shown the ability to design and develop new products, enhance operations, strengthen distribution
networks, and recruit industry talent. Our directive as a management team over the next few years will be to introduce new innovative
products with scalability, to manufacture and market those products, and drive improvements to our manufacturing, quality, and product
development systems and processes.
Innovative
Patented Technology
Our
patented technologies include a print head for regolith-polymer mixture and associated feedstock; a heat transfer system for regolith;
a method for establishing a wastewater bioreactor environment; vertical takeoff and landing pad and interlocking pavers to construct
same; and high-load vacuum chamber motion feedthrough systems and methods. Regolith is a blanket of unconsolidated, loose, heterogeneous
superficial deposits covering solid rock. It includes dust, broken rocks, and other related materials and is present on Earth, the Moon,
Mars, some asteroids, and other terrestrial planets and moons.
Price
Point
Sidus
has made investments in infrastructure, engineering, and hardware. These investments are anticipated to result in lower material
waste, reduced labor hours per satellite, reduced re-work, and increased production efficiencies. In addition, our relationship with
the International Space Station as an ISS partner provides unique opportunities to offer other options not dependent on costly infrastructure
and launch providers. Our 100kg satellite allows for multiple customer sales per satellite in addition to Sidus sensors for space-based
data sales which translates to higher revenue per satellite. We expect to be able to offer favorable pricing while increasing margins
by controlling costs through these investments.
Multiple
Product/Service Offering
We
anticipate offering multiple customizable satellite testing alternatives for one or multiple systems or subsystems including electronics,
propulsion, optics, communications, or any other type of innovative technology at a lower cost and more rapid deployment than other launch
and test options. In addition, we plan to offer mission-critical space-based data to meet the detailed conditions of any commercial and
government mission.
Attractive
and Growing Global Market
We
believe that the space data and analytics market is experiencing an increase in total addressable market as demand from both government
and commercial organizations grows. As commercial customers turn to geospatial solutions for various applications, commercial sectors
with untapped needs continue to expand to non-traditional industries. These include energy and utilities, insurance, mining and manufacturing,
agriculture, environmental, engineering and construction, and supply chain.
Existing
Relationships
We
have designed and manufactured many flight and ground component parts and systems for the NASA Space Launch System (SLS), International
Space Station (ISS), Lockheed Martin Orion spacecraft, Mobile Launcher, Boeing CST Starliner spacecraft, United Launch Alliance Centaur
rocket, proposed Lunar Orbital Gateway, and other space related programs. Our customers include large government contractors and government
space agencies.
We
are an International Space Station National Laboratory Implementation Partner, which is a select network of companies that share the
mission of promoting and sustaining space-based research on the ISS. Our active contracts with NASA and the ISSNL allow us to support
customer research and development activities through satellite deployment and technology demonstrations in the harsh environment of space.
Corporate
Sustainability
As
we enter a period of time where the decisions we make regarding the environment become increasingly more important, it is imperative
that we look towards solutions that are as eco-friendly as possible. The evolution of manufacturing has led us to the use of 3D printed
materials. There are a myriad of benefits that come with this groundbreaking technology. Arguably, the most important is the reduced
impact that it has on the environment. We believe our Lizzie Sat constellation will contribute to this reduced impact as a significant
portion of our satellites are 3D printed.
In
addition, manufacturing parts with a 3D printer reduces overall energy waste and has a smaller carbon footprint compared to conventional
machining. Additional benefits include the removal of waste and unnecessary energy that comes with conventional machining which often
results in having more material scrapped during production of a part than the amount that makes up the part.. While these are the largest
impacts, the effects can be seen even in smaller scales. Due to the massive reduction in weight 3D printing provides, less energy needs
to be spent using cargo ships and commercial vehicles for transportation. With this reduction in weight also comes reduction in space
required for material storage, reducing the need for large spaces and extra energy needed to maintain those facilities.
Looking toward the future, exciting developments
may be incorporated including the use of more biodegradable and/or recycled materials that can be used to manufacture parts and further
benefit the environment. Until these developments occur, we are doing our part through the practice of recycling approximately 5,000
lbs of metal a year as well as recycling any used oil and coolant. As technologies continue to advance, we remain dedicated to preserving
the environment and continue to evolve with newer technologies as they develop.
Global
Space Economy Overview
In
recent years, the importance of the space economy has been growing as technological advances in both satellites and supporting terrestrial
technologies have enabled new commercial use cases. These use cases include satellite broadband, remote imaging, Internet-of-Things (“IOT”)/Machine-to-Machine
(“M2M”) communications, defense-related applications, as well as others. As a result, several new and existing operators
have announced new satellite constellations to serve these use cases. Many of these announced constellations will consist of small LEO
satellites rather than large GEO satellites. According to a October 2019 SpaceNews report, SpaceX alone has filed for up to 30,000, and
Amazon and OneWeb have also announced plans to launch a significant number of satellites.
According
to Morgan Stanley research, as reported in February 2021, the $350 billion global space industry could surge to over $1 trillion by 2040.
In addition, Euroconsult expects that over the next decade, the total manufacturing and launch market value for small satellites is expected
to reach $54.2 billion, more than three times the market value over 2011-2020. Although this indicates significant growth, it does not
reflect the four-fold increase in the number of satellites resulting from the rise of cubesats, constellations and the introduction of
low-cost systems for both manufacturing and launch, which will reduce average costs and market value.
Rapid
growth in private investment in the commercial space industry has led to a wave of new companies reinventing major elements of the traditional
space industry, including human spaceflight, satellites, and launch, in addition to unlocking entirely new market segments. Furthermore,
government agencies have realized the value of the private commercial space industry and have become increasingly more supportive and
reliant on private companies to catalyze innovation and advance national space objectives. In the United States, this has been evidenced
by notable policy initiatives and by commercial contractors’ growing share of space activity.
Launch
Market
We
are witnessing a shift in the launch requirements of satellite operators, as the launch industry adjusts to the increasing volume of
launches and the shift from larger satellites to small satellites. According to a study, conducted and published by the NASA Ames
Research Center in 2016, in recent years, the satellite market has been undergoing a major evolution with new space companies replacing
the traditional approach of deploying a few large, complex and costly satellites with a multitude of smaller, less complex and cheaper
satellites. This new approach has created a sharp increase in the number of launched satellites and so the historic trends are no longer
representative. Over the last 5 years, this increase has continued.
The
launch industry’s initial response was the introduction of ridesharing, allowing multiple operators to share the cost of a
large launch vehicle. This, combined with the emergence of new launch vehicles, reduced launch costs and increased
access to space for small satellite operators. However, operators must wait until a particular rideshare is full for their launch.
In addition, all small satellites on a single rideshare are delivered to a single orbital destination. From there, small satellites
must either complete a time-consuming orbit raise to their desired orbit, requiring a significant on-board propulsion system or an
in-space shuttle. While in-space shuttling reduces the need for satellite propulsion capability, shuttles add significant expense
and take weeks or months to reach the desired orbit. The launch market will continue to evolve and we believe that many of these
challenges related to desired orbit and timeline will be resolved and more options will be available to launch small satellites to
meet the needs of the small satellite market.
Small
Satellite Market
Another
paradigm shift in the commercial space market is the rise of the small satellite market. Starting in 2018, the space industry began a
dramatic transformation. Demand for large geosynchronous communications satellites dramatically declined as companies prepared to launch
constellations consisting of hundreds or thousands of smaller, less expensive broadband satellites in low and medium Earth orbits.
Euroconsult anticipates that approximately 13,910 satellites <500 kg will be launched in the next ten years, according to the
7th edition of its small satellite market report released in April 2021. This total represents a 38% increase over the 10,100 satellites
that were expected in its previous edition.
Moreover,
the rise of this market has also created a new market segment in nanosatellites and microsatellites, weighing less than 10 kg and between
10 and 100 kg, respectively. While these satellites can be deployed individually, they can also be operated as part of a constellation,
a large group of satellites interconnected to provide a service, such as the Starlink satellite constellation’s offering of global
internet connectivity. According to Euroconsult’s April 2021 small satellite market report, the next decade will be defined primarily
by the rollout of multiple constellations, which will account for 84% of small satellites, mainly for commercial operators.
The
number of small satellites launched has increased from 39 in 2011 to 1,202 in 2020. In just the period between 2019 to 2020 there has
been over 300% growth going from 289 to 1202. According to a report published in 2021 by Bryce Space & Technology, 40% of all small
satellites launched in last 10 years were launched in 2020.
The
growth in the satellite constellations market is being driven by technological advances in ground equipment, new business models, expanded
funding, and growing demand for high bandwidth and lower latency. Though this satellite constellation remains nascent in maturity, we
anticipate considerable growth over the coming years in the launch industry as companies continue to seek versatile and low-cost ways
to deliver single satellites to specific orbits, deploy their satellite constellations or solve their data needs through the
use of existing space infrastructure. Furthermore, we anticipate the growth of the satellite constellations market to contribute
business to our Satellite Services offerings. LEO satellite constellations have relatively short lifespans on orbit, resulting in a requirement
to launch replenishment satellites every few years and therefore represents a recurring customer revenue stream.
According
to Prospects for the Small Satellite Market – A Euroconsult Report 7th Edition April 2021, small satellites are often viewed
by entrepreneurs as enablers of disruptive business models because of the growing data needs of the digital economy. Rapid, constant
improvement of small satellites from one generation to the next means new capabilities and possibilities may constantly be developed.
Further, investment in the space industry is still accelerating from 2020 and beyond. Vertically-integrated players attract the most
funding because it is believed that in-house capabilities promote efficiencies, savings and flexibility. In the growing small
satellite industry, with lower entry barriers and shorter timeframes, tangible investment opportunities in manufacturing are available.
Between 2018 and 2020, start-ups involved in small satellite integration raised $1.4B (SpaceX excluded) while pure small
satellite subsystems manufacturers, $0.2B. Among integrators, by far the most successful recipients of funding are vertically-integrated
players who produce and operate their own constellation while directly providing service to the end user. Vertical integration becomes
especially relevant when there is a recurring production need (e.g. limited lifetimes, need for cyclical replacements) and when economies
of scale are possible. It can also be driven by the need to secure its supply chain and keeping key differentiators in house, or when
no compatible supply is available.
Our
Products and Services
Space
Services
We
provide the following services to our customers:
Satellite/Space
Hardware Manufacturing
For
over a decade, we have manufactured space-rated and human-rated hardware and components. During this time, we have provided components
and systems for the International Space Station, the Boeing Starliner, NASA’s SLS, Lockheed Martin’s Orion, and several other
programs and customers.
At
a combined 35,000 square-feet, our manufacturing facilities are all encompassing allowing us to vertically integrate and pipeline the
manufacturing process without the need for outsourcing of precision machining, electronics assembly and testing, or 3D printing.
LEO
Launch and Deployment Services
We
strive to become a trusted platform for providing an affordable approach for launch, payload hosting, and deployment services in space.
Our planned diverse range of launch, in-orbit, and deployment platforms is intended to be tailored to complement any mission.
Space-Based
Geospatial Intel, Imagery and Data Analytics
We
anticipate delivering reliable high-impact analytics and insights to international and domestic customers by combining our platform with
multiple imaging and sensor solutions to increase the efficacy and emergence of data. We intend to collect, analyze, enrich, and
deliver data gathered from our custom constellation to provide intelligent analytics to its customers. Our comprehensive data collection
is expected to create a repository of insights for aviation, maritime, weather, space services, earth intelligence and observation, and
federal industries from the ultimate vantage point – space.
Space
Platforms
We
anticipate offering a variety of affordable space platforms which allow our clients to conduct full missions and/or test new technologies
in space at a reduced schedule and cost. Our platforms include:
External
Flight Test Platform (EFTP)
Our
External Flight Test Platform offers multiple industries the opportunity to develop, test, and fly experiments, hardware, materials,
and advanced electronics on the ISS at a reduced cost and schedule. Potential payloads include optical communications, materials, satellite
components, electroplating, and pharmaceutical testing. The EFTP includes integration and delivery to the ISS and has a typical deployment
period of 15 weeks. All payloads can be returned after the mission if requested by the payload provider. Our EFTP is characterized by:
● Highly reconfigurable platform
● Power: 28V connectors (up to 2 available)
● Flight computer available to support a wide array of sensor data
● GPS patch antenna option
LizzieSatTM
(LS)
LizzieSat
(LS) is currently in development as a hybrid 3D manufactured Low Earth Orbit (LEO) microsatellite that focuses on rapid, cost-effective
development and testing of innovative spacecraft technologies for multiple customers combined with delivery of space-based data for
multiple industries. LS is planned to combine static component testing and LEO spacecraft development and deployment to provide complete
life cycle services to commercial and government customers for Internal Research & Development (IR&D), data analytics and/or
proof of concept. We anticipate that LS will leverage our in-house low-cost additive manufacturing of satellites using the Markforged
X7, an industrial 3D printer featuring a dual nozzle print system that supports continuous carbon fiber and Kevlar reinforcement, to
provide rapid, agile development of spacecraft due to its modular design.
Controlling
the satellite production process from design through manufacturing enables us to upgrade our satellites during production and also integrate
customer technologies at varying points during the build process. This allows us to continuously improve our satellites’ capabilities
as well as build out and maintain our constellation at a relatively low cost.
SSIKLOPS
(Space Station Integrated Kinetic Launcher for Orbital Payload Systems)
We
provide turnkey services to manage and execute the successful integration and on-orbit operations of satellite payloads using the International
Space Station Integrated Kinetic Launcher for Orbital Payload Systems (SSIKLOPS). SSIKLOPS fills the payload deployment gap between small
CubeSat launchers and major payloads by supporting the Low Earth Orbit (LEO) microsatellite market (up to 116kg). The SSIKLOPS is a mechanism
used to robotically deploy satellites from the ISS and is designed to provide a method to transfer internally stowed satellites to the
external environment.
On
November 5, 2018, we were awarded a 5-year indefinite delivery indefinite quantity contract by NASA to provide services to manage
and perform the work for the successful integration and on-orbit operations of the platform for U.S. government customers with the option
to utilize the platform for commercial efforts as well. Pursuant to the agreement, we are responsible for marketing and operating the
SSIKLOPS as well as sustaining the SSIKLOPS and associated hardware.
Our
offerings include operation, engineering, and manufacturing to provide full life-cycle payload support. SSIKLOPS utilizes NASA’s
ISS resupply vehicles to launch small satellites to the ISS in a controlled pressurized environment in soft stow bags. The satellites
are processed through the ISS pressurized environment by the astronaut crew allowing satellite system diagnostics prior to orbit insertion.
Orbit insertion is achieved through use of the Japanese Aerospace Exploration Agency’s Experiment Module Robotic Airlock (JEM Airlock),
and one of the ISS Robotic Arms. Sidus and SSIKLOPS provide small satellites the infrastructure to be deployed from the ISS into LEO
with minimal technical, environmental, logistical, and cost challenges.
Phoenix
Deployer
Phoenix
is currently in development as a CubeSat deployer utilizing the SSIKLOPS deployment platform to deploy CubeSats from the ISS. Phoenix
offers a low-cost and high availability deployer option for CubeSats within the 3U to 12U range. U refers to the standard ‘Cubesat’
dimensions (Units or “U”) of 10 cm x 10 cm x 10 cm which are used to describe space on spacecraft). We anticipate that Phoenix
will offer:
● 3U CubeSats (Up to 12)
● 6U CubeSats (Up to 6)
● 12U CubeSats (Up to 3)
Aerospace
and Defense Manufacturing Services
Our
manufacturing capabilities combine our design engineering, precision machining, waterjet cutting, and wire harness fabrication experience
to provide the highest quality and performance for mission critical systems.
Precision
Machining and Assembly
Our
growing team of engineers and technicians, combined with state-of-the-art equipment support precision machining, fabrication, and assembly
for prototypes, test articles, one-offs, low-rate initial production up through high volume Swiss screw machining production. We utilize
the latest CNC machining and turning processes to deliver high-quality, complex and on-demand parts for specialized industries including
the space sector.
● CNC Swiss Screw Machining
● CMM, VCMM Quality Inspection
● EDM Wire and Waterjet Cutting
● 3-D Printing
● Welding
3D
Printing
From
early-stage product development to functional finished parts, Sidus offers commercial and industrial-grade additive manufacturing solutions.
Our 3D printers enable us to provide rapid manufacturing with industrial micron-level laser scanning accuracy and 50 μm repeatability.
Using Continuous Fiber Fabrication technology, we can produce parts at an enhanced schedule that are stronger than 6061 Aluminum and
40% lighter. Sidus provides internal engineering support to optimize the functional performance, product life cycle, and accuracy of
its customers’ specific 3D printed technology to ensure repeatability and consistency across prints. Our 3D printing capabilities
include:
● Functional Prototypes and Models
● Production Parts
● End-life Production
● Tool Development
● Patterns and Molds
● Jigs and Fixtures
● Fly-Away Parts
Mechanical/Electrical
Assembly and Test
● Flight/Ground Cable and Wire Harnesses
● Ground Support Equipment
● Manned Spaceflight Rated Hardware
● Satellite Components
● Part Task Trainer Hardware
As
part of our 35,000 square foot manufacturing facility, we have a reconfigurable electronics and cable harness fabrication lab with the
necessary equipment, staff and square footage to produce space flight and ground cables and electronic chassis. Our experience and capabilities
include manufacturing, assembly and testing of a wide selection of electrical control cabinet and electronic cabinet modification and
fabrication processes. We have extensive experience assembling electronics, including soldering, crimping, multi-pinned connector terminations,
fusion splicing, molding, potting, and testing.
Certifications
include NASA 8739.4, NASA 8739.5, J STD 001 and IPC A 610. Our IPC-J-STD-001 accredited technicians adhere to NASA work standards KSC-E-165,
KSC-GP-864, KSC-STD-132, all required for NASA 8739.4 credentials with other industry-standard certifications.
Design
Engineering
We
provide quality in-house design engineering services from up-front analysis to integration, assembly, and test. Our ISO 9001:2015 / AS9100D
certified engineering capabilities include the ability to perform initial design concepts or value-add engineering change recommendations
to existing engineering. Our multidisciplinary engineering experience and talent cover a broad spectrum of capabilities, enabling an
even more comprehensive range of projects. Our design engineering capabilities include:
● Requirements Definition – Product development and process optimization
● Test Procedures and Performance – Meets customer driven requirements
● Operations/Maintenance Manuals – Fully integrated and procedurally driven
● Model Based Data Control – Complex design verification/validation
● Finite Element and Failure Mode & Effects Analysis
● Design for Manufacturability
Program
Management
We
provide Program and Project Management to help improve project performance and provide oversight of complex projects and contracts through
day-to-day support and expert knowledge. With a business culture that always puts the customer first, we provide dedicated project management
services throughout the lifecycle of our customer’s project or program to ensure the project goes according to schedule. Program
management services include:
● Supply chain management
● Customer requirement compliance
● Logistics and configuration management
● Resource and budget control
● Schedule
Customer
/ Market Research
The
need to provide commercial testing capabilities in space has been growing for many years and has become a requirement for many innovating
companies. According to the Prospectus for the Small Satellite Market, 7th Edition released in April of 2021, Euroconsult anticipates
that about 13,910 satellites <500 kg will be launched in the next ten years, according to the 7th edition of its small satellite market
report. This total represents a 38% increase over the 10,100 satellites that were expected in its previous edition. The small satellite
industry is gearing up for significant expansion in terms of capabilities and demand, with the number of satellites to be launched
growing four-fold over 2021-2030, citing growth in manufacturing, launch and operations, and increasing government budgets for space.
As the small satellite market grows, the requirement for rapid flight proven testing is becoming more crucial. Although ground-based
testing is available, it does not provide a mirrored testing environment for spacecraft and subcomponent testing. We intend to address
this need with our Sidus Constellation. Furthermore, customization of the Sidus Constellation with appropriate technology can provide
subscription data and imagery services for customers whose needs prompt consideration for a separate constellation. Currently, our core
market corresponds most directly with satellite manufacturing and offering LEO space-as-a-service solutions. However, we believe our
addressable market can also continue to expand in similar and adjacent industries such as government and defense manufacturing. We have
generated space-related manufacturing revenue since 2012, and we expect to generate revenue from our commercial constellation space offering
in the first quarter of 2022 as we continue to finalize customers for LizzieSat-1 (LS-1). LS-1 is currently slated to launch in
the fourth quarter of 2022 utilizing our SSIKLOPS platform aboard the ISS.
Sales
and Marketing
We
market our services to both government and commercial customers. Initially we are leveraging our existing relationships to
help promote our expanded service offerings. We believe our executive management team has extensive reach in the space and satellite
industry. Our Chief Sales and Revenue Officer focuses on new
business sales, installed client base sales, marketing, and partner strategy.
Our
marketing efforts focus on communicating the benefits of our solutions and educating our customers, the media and analysts about
the advantages of our innovative technology. We strive to raise the awareness of our company, market our products and generate sales
leads through industry events, public relations efforts, marketing materials, social media and our website. Attendance at key industry
events is an important component of our marketing efforts. Our CEO, Carol Craig, has been invited to speak and participate in panel discussions
at industry events and will continue to take advantage of these opportunities to spread awareness of our services. We believe a combination
of these efforts strengthens our brand and may enhance our market position in our industry.
Competition
The
small satellite services industry at-large is highly competitive but has significant barriers to entry, including the cost and difficulty
associated with successfully developing, building, and launching a satellite constellation and obtaining various governmental and regulatory
approvals. In addition to cost, there is a significant amount of lead time associated with obtaining the required licenses, building,
and launching the satellite constellation, and developing and deploying the ground station technology. We currently face substantial
general competition from other service providers that offer a range of space-based data collection options. There are also several competitors
working to develop innovative solutions to compete in this industry.
Our
Intellectual Property
We
continually invest in innovative solutions and as of December 31, 2021 have 12 space related patents approved or pending, which
ownership was transferred to us by our majority shareholder, Craig Technologies, at no charge. Our patented technologies include a print
head for regolith-polymer mixture and associated feedstock for which a notice of allowance was received by us in October 2021; a heat
transfer system for regolith which patent expires in June 2039; a method for establishing a wastewater bioreactor environment which patent
expires in July 2039; vertical takeoff and landing pad and interlocking pavers to construct same which patent expires in April 2039;
and high-load vacuum chamber motion feedthrough systems and methods which patent expires in May 2039.
We
seek to establish and maintain our proprietary rights in our technology and products through a combination of patents, copyrights, trademarks,
trade secrets and contractual rights. We also seek to maintain our trade secrets and confidential information through nondisclosure policies,
the use of appropriate confidentiality agreements and other security measures. We have registered a number of patents and trademarks
in the United States and in other countries and have a number of patent filings pending determination. There can be no assurance, however,
that these rights can be successfully enforced against competitive products in any particular jurisdiction. Although we believe the protection
afforded by our patents, copyrights, trademarks, trade secrets and contracts has value, the rapidly changing technology in the satellite
and wireless communications industries and uncertainties in the legal process make our future success dependent primarily on the innovative
skills, technological expertise and management abilities of our employees rather than on the protections afforded by patent, copyright,
trademark and trade secret laws and contractual rights.
Certain
of our products include software or other intellectual property licensed from third parties. While it may be necessary in the future
to seek or renew licenses relating to various aspects of our products, we believe, based upon past experience and standard industry practice,
that such licenses generally could be obtained on commercially reasonable terms. Nonetheless, there can be no assurance that the necessary
licenses would be available on acceptable terms, if at all.
The
industry in which we compete is characterized by rapidly changing technology, a large number of patents, and frequent claims and related
litigation regarding patent and other intellectual property rights. We cannot assure that our patents and other proprietary rights
will not be challenged, invalidated or circumvented, that others will not assert intellectual property rights to technologies that are
relevant, or that our rights will give us a competitive advantage. In addition, the laws of some foreign countries may not protect our
proprietary rights to the same extent as the laws of the United States.
The
commercial space industry is driven by rapidly changing technologies and innovation, and our success will require significant expenditure
in Research and Development to develop new technologies, services, products, and offerings. Thus far, we have not established a Research
and Development department, nor have we incurred research and development expenses. We do not currently perform formal R&D and instead
we engineer our solutions with additional enhancements and innovations as part of our normal design and engineering efforts. We intend
on setting up a formal Research and Development team in the future so we can more easily streamline our new products and get to market
faster. If we fail to raise adequate funds to develop a robust Research and Development department and strategy, we will likely be unable
to execute on our business plan.
Regulatory
Our
business is subject to extensive rules, regulations, statutes, orders and policies imposed by the government in the United States and
in foreign jurisdictions.
International
Telecommunications Union (ITU)
We
are required to comply with the laws and regulations of, and often obtain approvals from, national and local authorities in connection
with our services. As we expand service to additional countries and regions, we will become subject to additional governmental approvals
and regulations. We will provide a number of services that rely on the use of radio-frequency spectrum, and the provision of such services
is highly regulated. Satellites are to be operated in a manner consistent with the regulations and procedures of the International Telecommunication
Union (“ITU”), a specialized agency of the United Nations, which require the coordination of the operation of satellite systems
in certain circumstances, and more generally are intended to avoid the occurrence of harmful interference among different users of the
radio spectrum.
We
have received approval of International Telecommunications Union (ITU) spectrum licensing for both X-Band and S-Band frequencies. We
filed for X-Band and S-Band Radio Frequencies licensing in February 2021 and were granted approval through a published filing by the
International Telecommunications Union (ITU) on April 4, 2021. The ITU is the specialized agency responsible for principles and licensing
of the use of orbit and spectrum. Before a satellite can use the spectrum and orbital resources it needs to fulfil its mission, it requires
an associated ‘satellite filing’. The filing is a tool to obtain international recognition of these resources.
International
Traffic in Arms Regulations (“ITAR”) and Export Compliance and Controls
Our
business is subject to, and we must comply with, stringent U.S. import and export control laws, including the ITAR process which has
been developed under the jurisdiction of the Department of State and is administered by the Directorate of Defense Trade Controls (DDTC)
and Export Administration Regulations (“EAR”) of the Bureau of Industry and Security of the U.S. Department of Commerce.