UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2024
☐TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to _________
Commission
file number 001-41154
SIDUS
SPACE, INC.
(Exact
name of registrant as specified in charter)
150 N. Sykes Creek Parkway, Suite 200 Merritt Island, FL 32953
(Address of principal executive offices) (Zip code)
(321)450-5633
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common stock, $0.0001 par value SIDU The Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates based on a closing sale price of $2.34 per share,
which was the last sale price of the Class A common stock as of June 30, 2024, the last business day of the registrant’s most recently
completed second fiscal quarter, was $9,538,645.
Number
of Class A common shares and Class B common shares outstanding as of March 31, 2025 was 18,204,483 and 100,000, respectively.
Documents
Incorporated by Reference: None.
Table
of Contents
Page
Part I
Item 1. Business 5
Item 1A. Risk Factors 18
Item 1B. Unresolved Staff Comments 38
Item 1C Cybersecurity 38
Item 2. Properties 39
Item 3. Legal Proceedings 39
Item 4. Mine Safety Disclosures 39
Part II
Item 6. [Reserved] 39
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 56
Item 8. Financial Statements and Supplementary Data 57
Item 9A. Controls and Procedures 58
Item 9B. Other Information 58
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 58
Part III
Item 10. Directors, Executive Officers and Corporate Governance 59
Item 11. Executive Compensation 64
Item 14. Principal Accountant Fees and Services 69
Part IV
Item 15. Exhibits and Financial Statement Schedules 70
Signatures 73
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 ability to continue as a going concern;
● 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
Overview
Founded
in 2012, Sidus Space is an innovative, agile space mission enabler providing flexible, cost-effective solutions to government, defense, intelligence,
and commercial companies around the globe. Our products and services include satellite manufacturing and technology integration, AI-driven
space-based data solutions, mission planning and management operations, AI/ML products and services and space and defense manufacturing.
With our mission of Space Access Reimagined®, Sidus is committed to rapid innovation, adaptable and cost-effective solutions, and
the optimization of space system and data collection performance.
We
offer customers a variety of mission options whether the ability to host a technology, procure a satellite bus, or simply purchase
data as a service. Our flight proven modular satellite, LizzieSat® is a 3D printed, multi-sensor, multi-mission satellite, which
is the first of its kind, offering a flexible, cost-effective platform that can be easily adapted to integrate new technologies or
customized and scaled to create a new satellite design to meet mission requirements.
Through
our Sidus OrlaithTM AI ecosystem, we enable near real-time on-orbit data processing, enhancing the speed and efficiency of data
delivery from LizzieSat® sensors. OrlaithTM offers high-performance on-orbit edge computing and data processing from
diverse sensor sets leveraging Sidus’ proprietary FeatherEdgeTM hardware and CieloTM software. Orlaith’s
systemic capabilities provide industry-leading and differentiated data delivery for a wide range of end uses including methane
detection, AIS tracking, border security, and technology characterization. Orlaith’s data processing can also be seamlessly
customized for new and/or esoteric missions.
As
a forward-thinking mission partner, Sidus excels at responding swiftly to change. We work closely with global clients to co-develop mission
solutions tailored to both technical requirements and budget constraints. Our CieloTM AI data processing algorithms can be updated
while in orbit, which provides additional mission flexibility. By leveraging our vertically integrated in-house capabilities—engineering,
manufacturing, and mission management—we are able to rapidly pivot and deliver at the pace of innovation.
Sidus
has demonstrated proven space heritage, successfully launching three hybrid, additively manufactured LizzieSat® satellites equipped
with advanced AI edge-computing capabilities in just over 12 months. This achievement underscores our position as a leader in space technology,
artificial intelligence, and innovation. This success is built on more than a decade of experience delivering flight-proven systems,
platforms, devices, and hardware for customers such as NASA, the Department of Defense (DoD), SpaceX, and Blue Origin. We are strategically
headquartered on Florida’s Space Coast, which provides easy access to nearby launch facilities, and we operate a 35,000-square-foot
manufacturing, assembly, integration, and testing facility which reduces production time. We have an experienced team with expertise
in multi-disciplinary engineering, mission-critical hardware manufacturing, satellite design, production, launch planning, mission operations,
and in-orbit support.
We
continue to focus on innovation and agility. In October of 2024, we received approval from the U.S. Federal Communications Commission
(FCC) to operate a micro constellation of remote sensing, multi-mission satellites in Low Earth Orbit (LEO), and we continue to enhance
the capabilities of our LizzieSat® platform. Planned enhancements include:
● Up to 4 Tb memory storage
Our
products and services are offered through several verticals: Satellite Design and Manufacturing; Technology Design and Integration; AI-driven
Space-based Data Solutions; Mission Planning Operations; AI/ML Products and Services; and Space and Defense Manufacturing.
Our
vertically integrated model with complementary lines of business enables us to unlock new potential revenue generating opportunities
while maintaining diversity of revenue. We are not dependent on a single line of business or customer, which provides us the “optionality”
to scale where market needs demand. This diversity mitigates risks associated with external factors like macroeconomic shifts or technological
disruptions. Our flexibility allows us to adapt swiftly to market changes, supporting growth across all our business lines.
Products
and Services
We
provide adaptable yet cost-effective solutions with the full understanding and experience of the entire space life cycle from hardware
manufacturing to mission planning and operations to space-based data delivery.
Custom
satellite design and manufacturing: Sidus provides custom satellite design services, working closely with clients to develop
satellite solutions aligned with specific mission objectives. Using the modular LizzieSat® platform, which can be adapted
for various technologies and mission requirements, Sidus supports the design and integration process from concept to completion. This
flexible approach is intended to deliver tailored satellite designs that can meet a broad range of operational and data collection needs.
We currently have three variations of our LizzieSat® platform:
Sidus
also offers fully customized satellite design services for any mission in Leo, Geo, Cislunar or Lunar.
Technology
hosting and mission management: Sidus offers technology hosting and mission management services designed to simplify clients’
path to space and enable clients to focus on their mission goals without the complexities of satellite operation. Sidus provides integration
for a variety of technologies using our LizzieSat® platform. While on-orbit, we provide 24/7/365 real-time routine and
non-real-time mission operations, including satellite monitoring, control, and data management. Our support includes:
● Amazon Web Services cloud-based servers for data transfer and archival
● Backup control center capability
● In-house designed C2 routing, encryption, and customer API integration
● Multiple ground station providers available for use to meet customer needs
AI
enhanced space-based sensor Data-as-a-Service: Sidus offers AI-enhanced Data-as-a-Service, utilizing the Orlaithtm
AI ecosystem, which includes our FeatherEdgeTM AI processor and CieloTM AI solutions from space, on the LizzieSat® platform
to deliver timely data insights from space. The LizzieSat® design enables simultaneous on-orbit data collection from multiple sensors,
with the flexibility to combine data streams in unique ways to support diverse applications and missions from the same platform.
By
processing onboard sensor data directly and transmitting only crucial information, the Orlaithtm AI ecosystem reduces downlink
costs and significantly bolsters response times for critical events. Additionally, CieloTM AI algorithms can be upgraded while in
orbit, providing adaptability for evolving mission needs. The data-as-a-service approach is designed to support applications in environmental
monitoring, disaster response, security, and more, offering customers access to near real-time data that can aid in informed decision-making.
The data-as-a-service is a subscription-based model with multiple price tiers based on span of data accessed and is applicable to multiple
customers including government (e.g., climate change, environmental disasters), defense (e.g., border security), and commercial (e.g.,
insurance).
Space
and Defense Manufacturing: Sidus provides a range of space products and manufacturing services, including mission-critical components
and systems engineered for space environments. Our 35,000-square-foot ISO 9001:2015, AS9100 Rev. D certified facility supports the manufacturing,
testing, and assembly of space-grade hardware. Sidus works to deliver high-quality, reliable space products for government, defense,
and commercial clients by leveraging its expertise in engineering and mission-critical manufacturing. Our space offerings include:
● Precision machining
● Multi-discipline engineering and design services
● Program management including supply chain management
We
have an approximately 10,000 square-foot reconfigurable avionics lab that produces a wide range of space system flight and ground
cables, medical and mission critical wire harnesses, military harness assemblies, electronic chassis, and electro-mechanical
assemblies. Additionally, our 864 square foot, ISO-8 clean room allows us to offer
highly differentiated manufacturing and assembly.
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
Our
broad range of support of international and domestic governments and commercial companies includes the Netherlands Organization, U.S.
Department of State, the U.S. Department of Defense, NASA, Collins Aerospace, Lockheed Martin, Teledyne Marine, Bechtel, Sierra Space,
Intuitive Machines, OneWeb Satellites, Parsons Corporation, and L3Harris in areas that include but are not limited to launch vehicles,
satellites, and autonomous underwater vehicles.
Technology
Design and Integration: Sidus leverages its manufacturing and technology expertise to address critical space supply chain challenges
with initiatives that are expected to further Sidus’ mission of Space Access Reimagined®, providing flexible and cost-effective
solutions to an expanding global customer base.
● Sidus low voltage differential signaling (LVDS) switch card
● Reusable flight software
● Flight computer simulator software
● Lab-based integration and test-bed platform
● VPX System including OBC/GPU
● Printed Circuit Board for GPS, radio, microcontrollers
Key
Achievements
● Awarded second contract to integrate HEO Holmes Imager aboard LizzieSat®-3
Differentiation:
Our
LizzieSat® satellite platform has been designed to provide a standard, modular satellite platform that serves as the foundation for
multiple missions for Leo, Geo, Cislunar, Lunar and beyond. Additionally, our platform provides differentiated data collection when compared
to industry alternatives. The LizzieSat® multi-mission satellite for a multi-mission constellation leads the next generation of earth
and space data collection by:
The
net value of data collected from our planned LizzieSat® constellation is expected to allow organizations to make better decisions
with higher confidence, and increased accuracy and speed. We expect to enrich this processed data with customizable analytics users control
for their own use case, and in turn provide data as a subscription across industries to organizations so they can improve decision-making
and mitigate risk.
Planned
services that benefit current and future customers include delivering space-based data that can provide critical insight for agriculture,
commodities tracking, disaster assessment, illegal trafficking monitoring, energy, mining, oil and gas, fire monitoring, classification
of vegetation, soil moisture, carbon mass, Maritime Automatic Identification System (AIS), Air Traffic Control Automatic Dependent Surveillance,
and weather monitoring; providing the ability for customers to demonstrate that a technology (hardware or software) performs successfully
in the harsh environment of space and delivering space services. Our operating strategy is to continue to capitalize on our smart vertical
integration to enhance the capabilities of our multi-mission satellite constellation, to design and manufacture satellites for government
and commercial customers utilizing our advanced and proprietary technologies, to increase our international and domestic partnerships
and to expand our coincident data analytics. Our two primary operating
assets—our satellite constellation and our manufacturing facility and capability - complement each other and are the result of
years of experience and innovation.
Key
Factors Affecting Our Results and Prospects
We
believe that our performance and future success depend on several factors that present significant opportunities but also pose risks
and challenges, including competition from better known and well-capitalized companies, the risk of actual or perceived safety issues
and their consequences for our reputation and the other factors discussed under “Risk Factors.” We believe the factors discussed
below are key to our success.
Expanding
Commercial Satellite Operations
Our
goal is to enable customers to meet their mission objectives with cost-effective solutions and to help them understand how space-based
data can be impactful to day-to-day business. Our strategy includes increasing the demand downstream by starting out as end user focused.
While others are focused on a data verticalization strategy specializing in key sectors or a problem set, we believe that flexibility
in production, low-cost, standardized design and offering ‘Space Access Reimagined’ for consumers will provide a scalable
model for growth. In just over twelve months, we successfully launched and began operations with three LizzieSat® multi-mission satellites
for a multi-mission constellation. Designed to be modular, flexible, and cost-effective, our proven LizzieSat® platform enables rapid
mission configuration and scalability across a wide range of satellite sizes, efficiently addressing unique mission requirements. Built
with several proprietary Sidus designs for reusable core components, our smart vertical integration provides greater control over the
supply chain, ensuring seamless integration of all components—whether developed in-house or sourced externally. This integrated
approach offers a distinct advantage over competitors who rely on purchasing and integrating hardware, software, and subsystems from
multiple vendors.
Our
existing, proven manufacturing facility and infrastructure provides scalable and streamlined manufacturing with flexible and efficient
cycles tailored to both internal and external end-users. We ensure controlled product quality and service through the use of space-qualified
Commercial Off-the-Shelf (COTS) components, along with our AS9100 certified capability to manufacture our own space supply chain products.
Our modular design supports flexible technology integration, enabling rapid incorporation of variable sensors and mission-specific technologies.
By spreading fixed costs across multiple customers and capabilities, we offer a more cost-effective solution. As a full-stack space services
provider, our offerings are anchored by a state-of-the-art Mission Control Center (MCC), ensuring end-to-end mission support.
In
Q2 2024, we announced the successful on-orbit activation of the FeatherEdgeTM AI processer which enables us to deliver near real-time
intelligence derived from earth observation data. Further expanding the capabilities of our constellation, we implemented the SatLab
A/S second-generation automated identification system (AIS) technology into the LizzieSat® satellite constellation. AIS technology
uses sophisticated systems on board marine vessels to identify and track ships to prevent collisions and protect life at sea. The integration
of this technology, combined with data from optical sensors on board LizzieSat®, enables unique vessel tracking and monitoring solutions
while providing valuable information about ship movements in real time. In addition to AIS technology, we have integrated visual spectrum
and multispectral imagers into our sensor suite and expect to expand the sensors to include software defined multispectral or hyperspectral
sensors for future satellite missions.
We
have previously been approved for our X-band and S-band radio frequencies licensing through a published filing by the ITU on April 6,
2021. Such licenses are held through Aurea Alas, Ltd., an Isle of Man company, which is a Variable interest entity to us. The ITU filing
contains approved spectrum use for multiple X-Band and S-Band frequencies and seven different orbital planes, including 45 degrees. In
August 2023, the FCC granted Sidus a LizzieSat® experimental launch and operating license for launch and deploy on a SpaceX Falcon
9 Transporter 10 mission. This license includes approval for orbital operations utilizing the previously approved ITU S-band and X-band
frequencies and ground station coverage. We also received FCC Part 25 license approval for the LizzieSat® satellite constellation
missions two through five in October of 2024. The National Oceanic and Atmospheric Administration (NOAA), an agency of the U.S. Department
of Commerce, granted a Tier 1 license authorizing Sidus to operate LizzieSat, a private remote-sensing space system in 2024.
We
currently have several satellites in production and expect to launch four to six more LizzieSat® satellites ranging from 100kg to
400kg over the next 24 months. In addition, we expect to begin building satellites for other customers including lunar missions.
Any
delays in commencing our commercial launch operations, including delays or cost overruns in obtaining NOAA licenses or other regulatory
approvals for future operations or frequency requirements, could adversely impact our results and growth plans. The exact timing of launches
is contingent on several factors, including satisfactory and timely completion of assembly, integrating and testing of the satellites,
regulatory approvals, confirmation of the launch slot timing by the launch provider, logistics, weather conditions, and other factors,
many of which are beyond our control.
Growing
and expanding our experienced space hardware operations
We
are seeking to grow our space and defense hardware operations, with a goal of expanding from one shift to two and a half shifts as a result of an expected increase in customer base in the future. Additionally, we are specifically targeting growth in our avionics and wire harness division to meet
the needs of the commercial and government space industry. With current customers in the space, marine, and defense industries, our contract
revenue is stable, and we are in active discussions with numerous potential customers, including government agencies, large defense contractors
and private companies, to add to our contracted revenue. In the past decade, we have fabricated ground and flight products for the NASA
SLS Rocket and Mobile Launcher as well as other commercial space and satellite companies. We have supported customers such as Boeing,
Lockheed Martin, Northrop Grumman, Dynetics/Leidos, Blue Origin, United Launch Alliance, Collins Aerospace, L3Harris, OneWeb and Space
Systems Loral/Maxar. We have manufactured various products including fluid, hydraulic and pneumatic systems, electrical control systems,
cable harnesses, hardware lifting frames, umbilical plates, purge and hazardous gas disconnects, frangible bolts, reef cutters, wave
guides, customized platforms, and other precision machined and electrical component parts for all types of launch vehicles, ground, flight and
satellite systems.
Vertically
Integrated Space Infrastructure Manufacturing
We
are designing, developing, manufacturing, and operating a constellation of proprietary smallsats in addition to designing and building
variations of our satellites for other customer missions. These satellites are designed for multiple missions and customers and form
the foundation of our satellite platform. Our initial satellites weigh approximately 100 kilograms each and are designed to be more functional
than cubesats and nanosatellites and less expensive to manufacture than our competitors. In addition to our own hybrid 3D printed, modular
satellites, we are designing and manufacturing customized satellites using our standard design for LEO and lunar applications for customers
that include government and commercial entities.
Our
cost-effective smallsats are designed from the ground-up to optimize performance per unit cost. Our model is a movement from highly bespoke,
costly satellite manufacturing techniques to standardized bus with integration of customer requirements at lower costs. We can integrate
technologies and deliver data on demand at lower costs than legacy providers due to our vertical integration, use of commercial off the
shelf (COTS) proven systems, cost-efficiencies, capital efficient satellite design, and adaptable pricing models.
We
design and manufacture satellites at our Cape Canaveral facility. Our current configuration and facility is designed to manufacture multiple
satellites per month. Our vertical integration enables us to control satellite production through the entire design, manufacturing, and operation
process. Our years of experience manufacturing space hardware means we can leverage our manufacturing expertise and commercial best practices
for satellite production. Additionally, leveraging both in-house and partner-provided subsystem components and in-house design and integration
services as well as operational support of satellites on orbit, provides turn-key delivery of satellites to offer “concept to constellation”
in months instead of years. Specifically, our offerings are expected to encompass all aspects of hosted satellite and constellation services,
including hosting customer technologies onto our satellites, and delivering data and constellation services to customers from our space
platform. These services are expected to allow customers to focus on developing innovative technologies rather than having to design
or develop complete satellite buses or constellations. Additionally, we provide ancillary services that include telemetry, tracking and
control, communications, processing, as well as software development and maintenance.
Our
patented space-related 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. We continue to patent our products including our satellites,
external platforms and other innovations. Sidus holds 14 granted patents and 13 pending applications.
Revenue
Generation
We
perform work under contracts that broadly consist of fixed-price and time-and-materials or a combination of the two. Pricing for all
customers is based on specific negotiations with each customer. For a description of our revenue recognition policies, see the section
titled “Critical Accounting Policies and Significant Judgments and Estimates”.
Historically,
most of our revenue has been derived from fixed-price and time-and-materials for the delivery of manufacturing products, assemblies or
hardware. In order to satisfy some of these contracts, we undertake engineering for the research, design, development, manufacturing,
integration and sustainment of the project. For other contracts, we are only required to ‘Build to Print” however, engineering
changes may occur during the duration of the contract and costs outside the scope of the effort are reimbursed. The integration of these
technologies and systems lead to an organic and integrated capability to satellite manufacturing lifecycle services a commercial services
basis. Individual contracts are aggregated by mission (LizzieSat-1, LizzieSat-2, Bechtel) for management purposes.
Revenue
from long-term contracts can fluctuate from period to period largely based on the stage of the project and overall mission. These projects
will typically have a ramp up period in the beginning stage and wind down as the mission nears launch date. This may cause fluctuations
in future revenue, profits and cash flows.
We
generate revenue by selling technology space on our satellite platform, providing engineering and systems integration services to strategic
customers on a project-by-project basis, and manufacturing space hardware for other space and defense entities to include satellites.
Additionally, we intend to add to our revenue by selling geospatial data and monitoring services that provide near real-time actionable intelligence
on data captured through our constellation.
This support is typically contracted to both commercial and government customers under fixed price contracts and often includes other
services. Due to the size and capacity of our satellite, we plan to expand the diverse array of sensors on each satellite such as Multispectral
and Hyperspectral Earth Observing Imagers, Maritime Vessel RF Tracking receivers, UHF IoT Transceivers, Optical Communications systems,
and others. Integrating multiple sensors and technologies on a single multi-mission satellite can simultaneously address the needs of
multiple customers and their requirements.
Lowering
Manufacturing Cost and Schedule
We
have developed a manufacturing model that provides rapid response to customer requirements including integration of customers’ technologies
for space-based data delivery. Our satellites are designed to integrate COTS subsystems that are space-proven, can be rapidly integrated
into the satellite and replaced rapidly when customer needs change or evolve. Our vertically integrated manufacturing processes give
us the flexibility to make changes during the production cycle without impacting launch or costs.
Environmental,
social, and corporate governance
We
have been in business for over twelve years manufacturing space hardware and components, and in that time, implementation of policies and
processes to mitigate environmental impact have been of upmost importance. Furthermore, since our inception, we have recognized the value
of our employees and have always prioritized employee well-being through facets such as excellent benefits, programs, educational assistance,
and insurance of a safe and healthy work environment. We also understand that our efforts to promote value and well -being are not limited
to our employees. We are committed to the communities we belong to both locally and professionally. We recently started to formalize
this commitment, providing tangible benefits back to the community that supports us.
Environmental
As
global awareness of environmental sustainability continues to grow, we recognize our responsibility to implement innovations that
not only advance aerospace solutions but also promote environmentally conscious practices with measurable benefits for our planet. A
core element of our sustainability strategy is the integration of in-house 3D printing technology as a primary manufacturing method.
While 3D printing offers numerous operational advantages, one of its most significant contribution lies in reducing environmental
impact. Notably, a portion of our LizzieSat® satellite bus is 3D printed, aligning with our mission to minimize our ecological
footprint.
3D
printing significantly reduces energy consumption and material waste compared to traditional machining methods, which often generate
more scrap than usable parts. By eliminating the excess waste and energy demands of conventional processes, we achieve greater efficiency
and a lower carbon footprint. The advantages extend beyond manufacturing: the lighter weight of 3D-printed components reduces transportation
energy—whether by cargo ship or commercial vehicle—and requires less storage space, thereby lowering the energy needed for
warehousing.
Looking
ahead, we are committed to further enhancing our sustainability efforts. We actively explore the use of biodegradable and recycled materials
for part production and continue to improve existing practices. Currently, we recycle approximately 5,000 pounds of metal annually, in
addition to all used oil and coolant. As technologies evolve, we remain dedicated to adopting next-generation sustainable solutions and
preserving our planet for future generations.
Social
We
recognize the vital importance of our employees, the communities we operate in, and the global community at large. This awareness
drives our commitment to implementing initiatives that create meaningful, positive impact - from the individual to a global
scale.
Employee
well-being lies at the heart of our mission. Rooted in a culture of family and community, we uphold our core values by offering robust
benefits, educational assistance, and a safe, healthy work environment for all. We also celebrate the value of diversity—because
our company was built on it—and continue to foster an inclusive workplace where everyone can thrive.
We
believe that strong communities are fundamental to our success. That belief inspired the creation of Sidus Serves, our initiative
dedicated to improving life on Earth through meaningful community engagement. Volunteerism is an integral part of our culture. We actively
support K–12 education, assist military personnel and veterans, champion environmental stewardship, and contribute our time and
resources to local nonprofits.
Our
employees are passionate about making a difference, and we proudly invest in the communities where they live and work. We’re
especially committed to supporting local STEM programs and schools, with a focus on bridging the opportunity gap in the aerospace industry.
Through partnerships with organizations that provide hands-on STEM learning to a diverse range of students, we are helping to build a
more inclusive and innovative future.
Governance
Our
governance structure is designed to promote transparency, efficiency, and ethics. Through a qualified and diverse chain of command, we
are confident that our decision making will carry out performance at the highest degree. Our Board of Directors consists of professionals
with strong executive experience, business strategy and leadership skills. Our board consists of 5 independent directors alongside our
CEO.
Our
Growth Strategies
We
are focused on empowering end users, developers, channel partners and the organizations they serve to quickly and easily access and integrate
real-time geospatial intelligence into their daily operations and prove out technologies to further grow the space ecosystem. Our growth
strategy is driven by the following objectives:
Increase
our overall customer base. As an established heritage aerospace firm, we are positioned at the forefront of the ongoing political
and secular shift toward space-based communications and data derived from commercial satellite and intelligence providers. This evolving
landscape presents a significant opportunity to expand our customer base through a combination of direct and indirect sales strategies.
To support this growth, we are actively scaling both our direct sales teams and our global network of indirect sales channels.
Expand
within our current customer base. As our satellite design and manufacturing and space-based data offerings grow and deliver results,
we expect that our current customers will increase their spending on our expanded services.
Continue
to penetrate international markets. We have expanded our strategic focus to include international markets, actively building a pipeline
of prospective partnerships with small, underrepresented governments and global companies that can benefit from our expertise and services.
As part of this initiative, we have signed partnership agreements with companies in Germany, Japan, Bahrain, and India to explore potential
joint venture opportunities.
Grow
distribution channels and channel partner ecosystem. We have strategically invested resources to expand our sales reach by developing
robust distribution channels and forging partnerships with technology providers, solution partners, strategic global system integrators,
and value-added resellers. These collaborations are designed to help us enter and grow in new markets while effectively complementing
our direct sales efforts.
Develop additional business
models and Go-to-Market strategies for space-based data services. Our approach to providing analytics from Space rather than raw data
has created a new business model that allows us to greatly improve margins on the data we collect. Margins improve due to a reduction
in downlink costs and the ability to use the same dataset to provide curated data services to different customers in near real-time. By
leveraging our relationships with trusted partners, we have been able to test out this new business model and enhance our offering to
reach more customers.
Global
Space Industry Overview
The
space economy has experienced significant growth in recent years, driven by technological advancements in satellites and terrestrial
technologies that have enabled new commercial applications. These applications encompass satellite broadband, remote imaging, Internet-of-Things
(IoT)/Machine-to-Machine (M2M) communications, defense-related uses, and more. Consequently, numerous operators have announced plans
for new satellite constellations, predominantly comprising small Low Earth Orbit (LEO) satellites rather than traditional large Geostationary
Orbit (GEO) satellites. This influx of new entrants across various segments has led to an evolving small satellite value chain, particularly
in launch services, downstream value-added applications, mergers and acquisitions, and consolidation among stakeholders.
The
rapid pace of innovation continues to drive the commercialization of space-based data, analytics, and insights, enhancing their relevance
to businesses, governments, and the public. The demand for space-derived data is growing rapidly, while the cost of accessing space is
decreasing. Key trends in the new space economy include the expansion of satellite constellations, increased availability of space-based
data, a shift in user demand toward analytics and insights, climate change adaptation, global security concerns, and advancements in
on-board technologies.
According
to a McKinsey report published in January 2025, the space economy is projected to reach $1.8 trillion by 2035, up from $630 billion in
2023, with an average annual growth rate of 9%, outpacing global GDP growth. This growth is expected to be driven by satellites, increased
government space budgets, and new applications and industries in space exploration.
The
small satellite market is also experiencing substantial growth. According to The Business Research Company and a 2025 Global Market Insights
report, the global small satellite market size was valued at $6.9 billion in 2024 and is projected to grow at a compound annual growth
rate (CAGR) of 16.4% from 2025 to 2034, reaching approximately $30.6 billion by 2034. This growth is attributed to factors such as cost-effectiveness
in space missions, advances in miniaturization, rapid development cycles, improved access to space, and the commercialization of space
operations.
Private
investment in the commercial space industry has surged, leading to the emergence of new companies reinventing major elements of the traditional