0001415889-24-019864.txt : 20240722
0001415889-24-019864.hdr.sgml : 20240722
20240722165919
ACCESSION NUMBER: 0001415889-24-019864
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240718
FILED AS OF DATE: 20240722
DATE AS OF CHANGE: 20240722
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SherpaVentures Fund II, LP
CENTRAL INDEX KEY: 0001640276
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39426
FILM NUMBER: 241132128
BUSINESS ADDRESS:
STREET 1: 505 HOWARD STREET, SUITE 201
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: 415 805 8500
MAIL ADDRESS:
STREET 1: 505 HOWARD STREET, SUITE 201
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SherpaVentures Fund II GP, LLC
CENTRAL INDEX KEY: 0001640277
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39426
FILM NUMBER: 241132127
BUSINESS ADDRESS:
STREET 1: 505 HOWARD STREET, SUITE 201
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: 415 805 8500
MAIL ADDRESS:
STREET 1: 505 HOWARD STREET, SUITE 201
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Astra Space, Inc.
CENTRAL INDEX KEY: 0001814329
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
ORGANIZATION NAME: 01 Energy & Transportation
IRS NUMBER: 141916687
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1900 SKYHAWK STREET
CITY: ALAMEDA
STATE: CA
ZIP: 94501
BUSINESS PHONE: (866) 278-7217
MAIL ADDRESS:
STREET 1: 1900 SKYHAWK STREET
CITY: ALAMEDA
STATE: CA
ZIP: 94501
FORMER COMPANY:
FORMER CONFORMED NAME: Holicity Inc.
DATE OF NAME CHANGE: 20200608
4
1
form4-07222024_080715.xml
X0508
4
2024-07-18
1
0001814329
Astra Space, Inc.
ASTR
0001640276
SherpaVentures Fund II, LP
800 MARKET STREET, SUITE 800
SAN FRANCISCO
CA
94102
true
false
true
false
0001640277
SherpaVentures Fund II GP, LLC
800 MARKET STREET, SUITE 800
SAN FRANCISCO
CA
94102
1
0
1
0
0
Class A Common Stock
2024-07-18
4
J
0
1882582
D
0
D
Senior Secured Convertible Notes due 2025
0.808
2024-07-18
4
J
0
5904545
D
2025-11-15
Class A Common Stock
7307605
0
D
Warrants
0.808
2024-07-18
4
J
0
2429352
D
2028-11-06
Class A Common Stock
2429352
0
D
On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
In connection with the consummation of the Merger and pursuant to the Merger Agreement, such shares of Class A Common Stock were automatically canceled and converted into shares of Parent Series A Preferred Stock.
Securities are held by SherpaVentures Fund II, LP ("ACME Fund II"). SherpaVentures Fund II GP, LLC ("ACME GP II") is the general partner of ACME Fund II and may be deemed to beneficially own the securities held by ACME Fund II. ACME GP II disclaims beneficial ownership in these securities except to the extent of its pecuniary interest therein. Scott Stanford is the manager of ACME GP II and exercises voting and dispositive control over the securities held by ACME Fund II. Mr. Stanford is a director of the Issuer and files separate Section 16 reports.
Pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, these Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Parent Series A Preferred Stock immediately following the closing of the Merger.
Represents the principal amount, including accrued interest, payable in kind as of May 1, 2024, on the Convertible Notes purchased by ACME Fund II on November 21, 2023 and the Convertible Notes purchased by ACME Fund II on July 3, 2024. To the extent additional interest has accrued on such Convertible Notes after such dates, such additional interest is not included in this figure.
The Convertible Notes were convertible into shares of Class A Common Stock at the option of the holder immediately upon issuance, subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
Represents the maximum number of shares of Class A Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes (including accrued interest payable in kind on May 1, 2024) purchased on November 21, 2023 and the Convertible Notes purchased on July 3, 2024. Does not include additional shares issuable upon conversion of additional interest that has accrued since such dates.
Pursuant to a warrant exchange agreement entered into, and in connection with, the Merger, such warrants were converted into warrants to purchase shares of Parent Series A Preferred Stock immediately following the closing of the Merger.
Immediately exercisable, subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
SherpaVentures Fund II, LP, By SherpaVentures Fund II GP, LLC, its General Partner, By /s/ Scott Stanford, Manager
2024-07-22
/s/ SherpaVentures Fund II GP, LLC, By /s/ Scott Stanford, Manager
2024-07-22