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