0000950170-24-084927.txt : 20240719 0000950170-24-084927.hdr.sgml : 20240719 20240719160506 ACCESSION NUMBER: 0000950170-24-084927 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240717 FILED AS OF DATE: 20240719 DATE AS OF CHANGE: 20240719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KEMP CHRIS CENTRAL INDEX KEY: 0001870125 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 241127843 MAIL ADDRESS: STREET 1: 1900 SKYHAWK STREET CITY: ALAMEDA STATE: CA ZIP: 94501 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 ownership.xml 4 X0508 4 2024-07-17 true 0001814329 Astra Space, Inc. ASTR 0001870125 KEMP CHRIS C/O ASTRA SPACE, INC. 1900 SKYHAWK STREET ALAMEDA CA 94501 true true true false See Remarks false Class A Common Stock 2024-07-17 4 C false 1806376 A 1877310 D Class A Common Stock 2024-07-18 4 J false 1739233 D 138077 D Class A Common Stock 2024-07-18 4 J false 18077 D 120000 D Class A Common Stock 2024-07-18 4 J false 120000 0.50 D 0 D Class A Common Stock 2024-07-18 4 J false 2200 0.50 D 0 I Held by Spouse Class B Common Stock 2024-07-17 4 C false 1806376 0 D Class A Common Stock 1806376 0 D Employee stock option (right to buy) 6.9 2024-07-18 4 J false 443 0 D 2030-02-26 Class A Common Stock 443 0 D Employee stock option (right to buy) 135.6 2024-07-18 4 J false 86774 0 D 2031-09-20 Class A Common Stock 86774 0 D Employee stock option (right to buy) 78.15 2024-07-18 4 J false 28924 0 D 2032-01-20 Class A Common Stock 28924 0 D Convertible Notes 0.808 2024-07-18 4 J false 2210000 2210000 D 2025-11-13 Class A Common Stock 2814012 0 I Held by Trust Warrants 0.808 2024-07-18 4 J false 866168 0.125 D 2023-11-21 2028-11-21 Class A Common Stock 866337 0 I Held by Trust Each share of Class B Common Stock was convertible into one (1) fully paid and nonassessable share of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") at the option of the holder thereof at any time upon written notice to the issuer. Immediately preceding the Merger (as defined below), such shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock") were converted into an identical number of newly issued shares of Class A Common Stock. 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"). Pursuant to a rollover agreement entered into, and in connection with, the Merger, such shares of Class A Common Stock were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share, of Parent (the "Parent Series A Preferred Stock"). In connection with the consummation of the Merger and pursuant to the Merger Agreement and the termination of the issuer's 2021 Omnibus Incentive Plan contemplated thereunder, the Reportion Person's unvested restricted stock unit awards were cancelled in exchange for no consideration. 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 the right to receive $0.50 per share in cash, without interest. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Each share of Class B Common Stock was convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the issuer. In connection with the consummation of the Merger and pursuant to the Merger Agreement, the stock options (all of which had a per share exercise price greater than the merger consideration of $0.50 per share in cash) were cancelled in exchange for no consideration. Fully vested and exercisable. 25% of such stock options vested on August 15, 2022. The remaining 75% of such stock options have been vesting and were scheduled to vest in substantially equal quarterly installments beginning on November 15, 2022 and ending on August 15, 2025. On November 21, 2023, the Reporting Person purchased convertible notes, aggregate principal amount $2,000,000, from the issuer (the "Convertible Notes"). On February 26, 2024, the Reporting Person purchased additional Convertible Notes, aggregate principal amount $150,000, from the issuer. On June 28, 2024, the Reporting Person purchased additional Convertible Notes, aggregate principal amount $60,000, from the issuer. The Convertible Notes were convertible into shares of Class A Common Stock at the option of the holder at an initial conversion price of $0.808 per share and accrued interest payable in kind. Upon consummation of the Merger and pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, such Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Parent Series A Preferred Stock at a price of $0.404 per share. The securities held hereby were owned by Chris Kemp Living Trust, a trust organized under the laws of California, for which the Reporting Person is the sole trustee. On November 21, 2023, the Reporting Person purchased 866,337 warrants from the Issuer at a price of $0.125 per warrant. Each warrant was immediately exercisable on a one-to-one basis for Class A Common Stock at a price of $0.808 per share. 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 at a price of $0.404 per share. Chief Executive Officer and Chairman /s/ Chris Kemp 2024-07-19