Delaware |
6770 |
85-1270303 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
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Emerging growth company |
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F-1 |
• | our ability to maintain the listing of our shares of common stock on Nasdaq; |
• | our ability to raise financing in the future; |
• | our success in retaining or recruiting officers, key employees or directors; |
• | factors relating to our business, operations and financial performance, including: |
• | our ability to grow and manage growth profitably; |
• | our ability to maintain relationships with customers and suppliers; |
• | competing in the global space industry; and |
• | retaining or recruiting, or making changes with respect to, its officers, key employees or directors. |
• | market conditions and global and economic factors beyond our control, general economic conditions, unemployment and our liquidity, operations and personnel; |
• | future exchange and interest rates; and |
• | other factors detailed herein under the section entitled “Risk Factors.” |
• | Increase launch capability. |
• | Increase the payload of our rockets. |
• | Commence commercial launch operations. |
• | Develop, license or acquire Core Technology |
• | Space Services offering. |
Shares of our Class A common stock to be issued upon exercise of all Public Warrants and Private Placement Warrants |
15,333,303 shares. As of the date of this prospectus, all Warrants have been redeemed and no Warrants are outstanding. See Use of Proceeds |
Shares of our Class A common stock |
208,614,084 shares(1) |
Use of proceeds |
In December 2021, the Company completed redemption (the “Redemption”) of all of its outstanding Warrants to purchase shares of the Company’s Class A common stock that were issued under the Warrant Agreement. In connection with the Redemption, the holders of 9,413,895 Public Warrants and 5,333,333 Private Placement Warrants elected to receive, in lieu of the redemption price, an aggregate 3,775,709 shares of Class A common stock at 0.2560374 shares of Class A common stock per Warrant. A total of 586,075 Public Warrants remained unexercised as of the date of the Redemption and the Company redeemed the Public Warrants for a redemption price of $0.10 per redeemable Warrant, or an aggregate redemption price of $58,607.50. We received no proceeds in connection with the Redemption. |
Resale of Class A common stock and Warrants Shares of Class A common stock offered by the Selling Securityholders (including 127,454,054 outstanding shares of Class A common stock, 56,239,188 shares of Class A common stock issuable upon conversion of Class B common stock and 5,333,333 shares of Class A common stock that may be issued upon exercise of warrants) |
189,026,575 shares. As of the date of this prospectus, all Warrants have been redeemed and no Warrants are outstanding. See Use of Proceeds |
Warrants offered by the Selling Securityholders (representing the Private Placement Warrants) |
5,333,333 warrants. As of the date of this prospectus, all Warrants have been redeemed and no Warrants are outstanding. See Use of Proceeds |
Exercise price |
$11.50 per share, subject to adjustment as described herein. |
Redemption |
The warrants are redeemable in certain circumstances. See “ Description of Securities-Warrants |
Lock-up agreements |
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Securities Act Restrictions on Resale of Securities-Lock-up Agreements |
Ticker symbol |
Our Class A common stock is listed on Nasdaq under the symbol “ASTR”. As of the date hereof, all of our warrants have been redeemed and are no longer listed on a securities exchange. |
(1) | The number of shares of Class A common stock outstanding is based on 208,614,084 shares of Class A common stock outstanding as of April 21, 2022 and does not include: |
• | 48,499,435 shares of Class A common stock reserved and available for issuance for awards in accordance with the 2021 Equity Incentive Plan (the “Incentive Plan”); |
• | 7,478,104 shares of Class A common stock reserved and available for issuance for awards in accordance with the 2021 Employee Stock Purchase Plan (the “ESPP”); |
• | 55,539,188 shares of Class A common stock issuable upon conversion (on a one-for-one |
• | 5,117,517 shares of Class A common stock that may be issued upon the achievement of performance milestones specified in the Apollo Merger Agreement. |
• | We have only conducted one launch which deployed customer satellites into orbit, and any setbacks occurring during launch and subsequent upgrades could have a material adverse effect on our business, financial condition, and operations, and could harm our reputation. |
• | We have incurred significant losses since inception and we may not be able to achieve or maintain profitability. |
• | The success of our business will be highly dependent on our ability to effectively market and sell our launch services for small LEO satellites and our space products and services and to convert contracted revenues and our pipeline of potential contracts into actual revenues. |
• | The market for commercial launch services for small LEO satellites is still emerging, multiple mergers and acquisitions are shifting the market, and the market may not achieve the growth potential we expect. |
• | Our ability to grow our business depends on the successful development of our launch vehicles, spacecraft and related technology, which is subject to many uncertainties, some of which are beyond our control. |
• | We routinely conduct hazardous operations in manufacturing, test, and launch of our vehicles, space products and vehicle subsystems, which could result in damage to property or persons. Unsatisfactory performance or failure of our manufacturing process, launch vehicles, space products, spacecraft and related technology at launch or during operation could have a material adverse effect on our business, financial condition and results of operation. |
• | We may not be able to convert our estimated contracted revenue or potential contracts, into actual revenue. |
• | We have limited data and history to test our launch vehicles for the successful deployment of a LEO satellite. |
• | Any delays in the development and manufacture of additional launch vehicles, spacecraft, and related technology may adversely impact our business, financial condition, and results of operations. |
• | We expect to face intense competition in the commercial space market and other industries in which we may operate. |
• | If we are unable to adapt to and satisfy customer demands in a timely and cost-effective manner, or if we are unable to manufacture our launch vehicles or space products at a quantity and quality that our customers demand, our ability to grow our business may suffer. |
• | We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy. |
• | Adverse publicity stemming from any incident involving us, our competitors, or our customers could have a material adverse effect on our business, financial condition and results of operations. |
• | We currently operate from a facility on a month-to-month |
• | Regulatory, availability, and other challenges may delay our progress in establishing the number of launch sites we require for our targeted annual launch rate, which could have an adverse effect on our ability to grow our business. |
• | We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production. |
• | Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business, financial condition and results of operations. |
• | We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations. |
• | We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting and the restatement of our financial statements. |
• | We are subject to environmental regulation and may incur substantial costs or have operational disruptions. |
• | The COVID-19 pandemic has and could continue to negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our products and services. |
• | We may experience difficulties in integrating the operations of acquired companies into our business and in realizing the expected benefits of these acquisitions. |
• | A failure of our information technology systems, physical or electronic security protections, or an interruption in their operation due to internal or external factors including cyber-attacks or insider threats, could have a material adverse effect on our business, financial condition or results of operations. |
• | The ongoing military action by Russia in Ukraine could have negative impact on the global economy which could materially adversely affect our business, operations, operating results and financial condition. |
• | Certain future operational facilities will require significant expenditures in capital improvements and operating expenses to develop and foster basic levels of service required by our launch and space services, and the ongoing need to maintain existing operational facilities requires us to expend capital. |
• | Failure of third-party contractors and suppliers could adversely affect our business. |
• | We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all. |
• | Our business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business. |
• | We are subject to stringent U.S. export and import control laws and regulations. |
• | Natural disasters, unusual weather conditions, epidemic outbreaks, global health crises, terrorist acts and political events could disrupt our business and flight schedule. |
• | Our prospects and operations may be adversely affected by changes in consumer preferences and economic conditions that affect demand for launch or space services. |
• | We may in the future invest significant resources in developing new service offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize. |
• | If we commercialize outside the United States, we will be exposed to a variety of risks associated with international operations that could materially and adversely affect our business. |
• | Failures in our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations. |
• | Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations. |
• | We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our primary facilities, which could have a material adverse effect on our business, financial condition and results of operations. |
• | If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights. |
• | Protecting and defending against intellectual property claims may have a material adverse effect on our business. |
• | The majority of our customer contracts may be terminated by the customer at any time for convenience as well as other provisions permitting the customer to discontinue contract performance for cause (for example, if we do not achieve certain milestones on a timely basis) which if terminated could adversely impact our results of operation. |
• | Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition. |
• | Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide. |
• | We have been focused on developing launch capabilities and services since 2017. This limited operating history makes it difficult to evaluate Astra’s future prospects and the risks and challenges it may encounter. |
• | We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy. |
• | The increase in non-U.S. sales could lead to incidents in violation of U.S. and international anti-corruption laws. |
• | We may become involved in litigation that may materially adversely affect us. |
• | Astra needs to meet multiple security requirements in order to meet ongoing requirements for participation in government contracts. The inability to meet regulatory requirements or security standards may mean a failure to win contracts, receive security clearance certifications, and loss of current and future business. |
• | Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate. |
• | Our ability to use our net operating losses to offset future taxable income could be subject to certain limitations. |
• | The dual class structure of our common stock has the effect of concentrating voting power with our Chief Executive Officer and Chief Technology Officer, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. |
• | We cannot predict the impact our dual class structure may have on the stock price of our Class A common stock. |
• | Our stock price has been, and likely will continue to be, volatile. |
• | Delaware law and provisions in our certificate of incorporation and bylaws could make a takeover proposal more difficult. |
• | timing in making further enhancements to our launch vehicle and spacecraft design and specifications; |
• | successful completion of our planned commercial launches; |
• | our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications; |
• | our ability to schedule and receive access to launch sites, receive related government approvals, launch windows, licenses, mandated insurance coverages, and aligned logistics of moving a rocket to, and launching from, rocket launch facilities; |
• | our ability to respond quickly enough to decisions of third-parties outside our control that can impact our launch schedules or launch operations; |
• | performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials; |
• | performance of a limited number of suppliers for certain raw materials and supplied components; |
• | performance of our third-party contractors that support our research and development activities; |
• | our ability to maintain rights from third parties for intellectual properties critical to our research and development activities; |
• | our ability to continue funding and maintain our current research and development activities, particularly the development of various enhancements that increase the payload of our rocket; and |
• | the impact of the geopolitical crisis between Russia and Ukraine, and the COVID-19 pandemic on us, our customers, suppliers and distributors, and the global economy. |
• | We did not maintain an effective control environment to enable the identification and mitigation of risks of material accounting errors based on the following control deficiencies: |
• | We did not design and maintain effective controls over segregation of duties and related conflicts with respect to our information technology systems, including administrative access to our financially relevant information technology systems. |
• | We did not design and maintain effective controls over formalizing our accounting policies and procedures. |
• | We did not design and maintain effective controls over preparing and recording journal entries within our accounting systems related thereto. |
• | We did not maintain effective controls over accounting for complex transactions and instruments, including, the inaccurate accounting for Public and Private Placement Warrants and the inaccurate application of conversion accounting related to our convertible instruments in connection with the restatement of our financial statements for the period ended June 30, 2021 as set forth in our Form 10-Q/A (Amendment No. 1) filed with the SEC on October 22, 2021. |
• | restructuring our operations to comply with local regulatory regimes; |
• | identifying, hiring and training highly skilled personnel in foreign jurisdictions to the extent required; |
• | unexpected changes in tariffs, trade barriers and regulatory requirements, including through the ITAR, Export Administration Regulations (“EAR”), and Office of Foreign Assets Control (“OFAC”); |
• | economic weakness, including inflation, or political instability in foreign economies and markets; |
• | compliance with tax, employment, immigration and labor laws for employees living or traveling abroad; |
• | foreign taxes, including withholding of payroll taxes; |
• | the need for U.S. government approval to operate our space systems outside the United States; |
• | foreign currency fluctuations, which could result in increased operating expenses and reduced revenue; |
• | government appropriation of assets; |
• | workforce uncertainty in countries where labor unrest is more common than in the United States; and |
• | disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the U.S. Foreign Corrupt Practices Act, OFAC regulations and U.S. anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes. |
• | specialized disclosure and accounting requirements unique to government contracts; |
• | financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; |
• | public disclosures of certain contract and company information; and |
• | mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements. |
• | the number of launch missions or space products delivery we schedule for a period, the price at which we sell them and our ability to schedule additional launch missions for repeat customers; |
• | unexpected weather patterns, maintenance issues, natural disasters or other events that force us to cancel or reschedule launches; |
• | the cost of raw materials or supplied components critical for the manufacture and operation of our rockets and launch equipment; |
• | the timing and cost of, and level of investment in, research and development relating to our technologies and our current or future facilities; |
• | developments involving our competitors; |
• | changes in governmental regulations or in the status of our regulatory approvals or applications; |
• | future accounting pronouncements or changes in our accounting policies; and |
• | general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors. |
• | announcements regarding the results of expansion or development efforts by us or our competitors; |
• | announcements regarding the acquisition of businesses or companies by us or our competitors; |
• | technological innovations or new products and services developed by us or our competitors; |
• | changes in foreign or domestic regulations; |
• | issuance of new or changed securities analysts’ reports and/or recommendations applicable to us or our competitors; |
• | additions or departure of our key personnel; |
• | actual or anticipated fluctuations in our quarterly financial and operating results and degree of trading liquidity in our common stock; and |
• | political or economic uncertainties including the current military action between Russian and the Ukraine. |
• | the ability of our board of directors to issue one or more series of preferred stock; |
• | stockholder action by written consent only until the first time when the Astra Founders cease to beneficially own a majority of the voting power of our capital stock; |
• | certain limitations on convening special stockholder meetings; |
• | amendment of certain provisions of the organizational documents only by the affirmative vote of (i) a majority of the voting power of our capital stock so long as the Astra Founders beneficially own shares representing a majority of the voting power of our capital stock and (ii) at least two-thirds of the voting power of the capital stock from and after the time that the Astra Founders cease to beneficially own shares representing a majority of the voting power of our voting stock; and |
• | a dual-class common stock structure with 10 votes per share of our Class B common stock, the result of which is that the Astra Founders have the ability to control the outcome of matters requiring stockholder approval, even though the Astra Founders own less than a majority of the outstanding shares of our capital stock. |
• | Launch Services |
Complex in Kodiak, Alaska and Cape Canaveral Space Force Station in Cape Canaveral, Florida. We plan to add additional launch sites in diverse locations based on our customers’ inclination requirements and as we increase the frequency of launches. |
• | Space Products |
• | Space Services |
• | Increase launch capability. |
• | Increase the payload of our rockets. |
• | Commence commercial launch operations. |
• | Develop, license or acquire Core Technology. |
• | Space Services offering. |
• | Launch Services add-on services which are priced separately. Costs for launch services are largely fixed in nature and include the operation of our factory and test facility. We embed the variable costs of manufacturing of the launch vehicle and labor into the price as well. The difference represents our unit margins. |
• | Space Products. |
• | Space Services. |
• | timing in finalizing launch and space systems design and specifications; |
• | successful completion of analyses and ground test programs to validate that new or changed designs perform as expected; |
• | successful completion of flight test programs, including flight safety tests; |
• | our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications; |
• | performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials; |
• | performance of a limited number of suppliers for certain raw materials and components; |
• | performance of our third-party contractors that support our research and development activities; |
• | our ability to maintain rights from third parties for intellectual properties critical to research and development activities; and |
• | our ability to continue funding and maintain our current research and development activities. |
• | Expected Term — We use the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term is based on the vesting pattern. |
• | Expected Volatility — The volatility is based on a benchmark of comparable companies. |
• | Expected Dividend Yield — The dividend rate used is zero as we have never paid any cash dividends on common stock and do not anticipate doing so in the foreseeable future. |
• | Risk-Free Interest Rate — The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. |
For The Year Ended December 31, |
Period over period change |
|||||||||||||||
(in thousands, except percentages) |
2021 |
2020 |
($) |
(%) |
||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
$ | 80,398 | $ | 27,544 | $ | 52,854 | 192 | % | ||||||||
Sales and marketing |
4,111 | — | 4,111 | n.m. | ||||||||||||
General and administrative |
74,752 | 45,950 | 28,802 | 63 | ||||||||||||
Total operating expenses |
(159,261 | ) | (73,494 | ) | (85,767 | ) | 117 | |||||||||
Loss from operations |
(159,261 | ) | (73,494 | ) | (85,767 | ) | 117 | |||||||||
Interest (expense) income, net |
(1,169 | ) | (5,659 | ) | 4,490 | (79 | ) | |||||||||
Other income, net |
36,046 | 10,860 | 25,186 | 232 | ||||||||||||
Loss on extinguishment of convertible notes |
(131,908 | ) | — | (131,908 | ) | n.m. | ||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
(1,875 | ) | — | (1,875 | ) | n.m. | ||||||||||
Loss before taxes |
(258,167 | ) | (68,293 | ) | (189,874 | ) | 278 | |||||||||
Income tax (benefit) expense |
(385 | ) | — | (385 | ) | n.m. | ||||||||||
Net loss |
$ | (257,782 | ) | $ | (68,293 | ) | (189,489 | ) | 277 | |||||||
Adjustment to redemption value on Convertible Preferred Stock |
(1,011,726 | ) | — | (1,011,726 | ) | n.m. | ||||||||||
Net loss attributable to common stockholders |
$ | (1,269,508 | ) | $ | (68,293 | ) | $ | (1,201,215 | ) | 1759 | % |
n.m. | = not meaningful. |
For The Year Ended December 31, |
Period over period change |
|||||||||||||||
(in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Net cash used in operating activities |
$ | (114,356 | ) | $ | (32,850 | ) | $ | (81,506 | ) | 248 | % | |||||
Net cash used in investing activities |
(61,059 | ) | (2,186 | ) | (58,873 | ) | 2,693 | |||||||||
Net cash provided by financing activities |
489,811 | 35,128 | 454,683 | 1,294 | ||||||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash |
$ | 314,396 | $ | 92 | $ | 314,304 | 341,635 | % |
Year Ended December 31 |
Minimum Lease Commitment |
|||
(in thousands) | ||||
2022 |
$ | 1,761 | ||
2023 |
1,655 | |||
2024 |
1,655 | |||
2025 |
1,655 | |||
2026 |
1,642 | |||
Thereafter |
2,840 | |||
Total future undiscounted minimum lease payments |
$ | 11,208 | ||
Less: Imputed Interest |
2,324 | |||
Total reported lease liability |
$ | 8,884 |
Name |
Age |
Position | ||||
Chris Kemp |
44 | Chief Executive Officer and Chairman | ||||
Adam London |
48 | Chief Technology Officer and Director | ||||
Kelyn Brannon |
63 | Chief Financial Officer | ||||
Martin Attiq |
39 | Chief Business Officer | ||||
Benjamin Lyon |
43 | Chief Engineer and Executive Vice President of Engineering | ||||
Michèle Flournoy |
61 | Director | ||||
Michael Lehman |
71 | Director | ||||
Craig O. McCaw (1) |
72 | Director | ||||
Lisa Nelson |
46 | Director | ||||
Scott Stanford |
51 | Lead Director |
(1) | Mr. McCaw’s term as a director of Astra expires at the 2022 annual meeting of stockholders, and he will not stand for re-election. |
• | Highly Competitive Spacetech Industry |
• | Challenging Employee Retention Environment |
Name |
Award Type |
Grant Date Fair Value of the SSO/PSOs that are Underwater (1) |
||||||
Chris Kemp |
PSOs | $ | 30,301,659 | |||||
SSOs | $ | 7,231,659 | ||||||
Adam London |
PSOs | $ | 6,060,335 | |||||
SSOs | $ | 3,615,830 | ||||||
Kelyn Brannon |
PSOs | $ | 3,030,168 | |||||
SSOs | $ | 6,799,723 | ||||||
Martin Attiq |
PSOs | $ | 9,090,501 | |||||
SSOs | $ | 1,274,090 | ||||||
Benjamin Lyon |
PSOs | $ | 12,120,668 | |||||
SSOs | N/A |
(1) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 15 of the Consolidated Financial Statements included in this prospectus. |
✓ WHAT WE DO |
× WHAT WE DON’T DO | |||||
✓ | Maintain strong alignment between corporate performance and NEO compensation by having a majority of the total compensation consist of performance-based compensation. | × |
No stock options granted below the fair market value of a share of our Class A common stock on the grant date | |||
✓ | Have employment and change in control agreements with our NEOs. | × |
No guaranteed bonuses in connection with annual pay structure (except with respect to Kelyn Brannon and Benjamin Lyon for 2021, which they each negotiated at the time they joined the Company and we provided as incentives to their on-boarding). | |||
✓ | Maintain a long-term incentive plan that provides for forfeiture of awards if an employee engages in misconduct. | × |
No hedging or pledging of our securities by NEOs and directors. |
✓ WHAT WE DO |
× WHAT WE DON’T DO | |||||
✓ | Use an independent compensation consultant retained by and reporting directly to the Compensation Committee. | × |
No perquisites. | |||
✓ | Have agreements that only provide for “double-trigger” accelerated vesting of all unvested options and RSUs to any of our NEO’s upon a change of control. | × |
No excise tax gross-ups. | |||
✓ | Conduct competitive benchmarking to align our executive compensation with the market. |
NEO |
Title | |
Chris Kemp |
Chief Executive Officer | |
Adam London |
Chief Technology Officer | |
Kelyn Brannon |
Chief Financial Officer | |
Martin Attiq |
Chief Business Officer | |
Benjamin Lyon |
Chief Engineer and Executive Vice President of Engineering and Operations |
• | closely aligns our executive compensation with stockholder value creation, avoiding plans that encourage our executives to take excessive risk, while driving long-term value to stockholders; |
• | supports our long-term business strategy by ensuring that performance objectives are consistent with driving long-term stockholder value; |
• | recognizes that the portion of a NEO’s compensation that is at-risk and performance-based should be tied to the level of that individual’s responsibility and their ability to control the achievement of the performance objectives; |
• | emphasizes equity-based compensation over cash compensation; |
• | allows us to recruit and retain a top-tier executive team in a competitive industry and to motivate our executive team to achieve superior performance over sustained periods; |
• | provides a competitive compensation opportunity while adhering to market standards for compensation; and |
• | complements and advances values the underlie Astra’s culture, which values are set forth below: |
• | Serve — We serve our employee, our customers and the world. |
• | Learn — We listen to feedback and learn through constant iteration. |
• | Simplify to Scale — We achieve scale by simplifying our products, processes and service. |
• | Optimize Globally — We make trade-offs locally in order to optimize globally. |
• | Ship — The more we ship, the more we learn, the faster we achieve our goals. |
Financials (in millions) (1) |
||||||||||
NAME |
INDUSTRY |
REVENUES ($) |
MARKET CAPITALIZATION ($) |
|||||||
Aeva Technologies |
Electronic Equipment and Instruments | 9 | 1,620 | |||||||
Array Technologies |
Electrical Components and Equipment | 853 | 2,120 | |||||||
C3.ai |
Application Software | 183 | 6,770 | |||||||
Canoo |
Automobile Manufacturers | — | 1,840 | |||||||
ChargePoint |
Electrical Components and Equipment | 241 | 4,640 | |||||||
Fisker |
Automobile Manufacturers | 0 | 4,670 | |||||||
Hyliion |
Construction Machinery and Heavy Trucks | 0 | 1,080 | |||||||
JFrog |
Systems Software | 207 | 2,860 | |||||||
Lordstown Motors |
Automobile Manufacturers | — | 678 | |||||||
Luminar Technologies |
Auto Parts and Equipment | 32 | 5,880 | |||||||
Nikola |
Construction Machinery and Heavy Trucks | — | 4,080 | |||||||
nLIGHT |
Electronic Equipment and Instruments | 270 | 1,050 | |||||||
PagerDuty |
Application Software | 281 | 2,860 | |||||||
Proterra |
Biotechnology | 243 | 1,960 | |||||||
QuantumScape |
Auto Parts and Equipment | — | 9,500 | |||||||
Sumo Logic |
Application Software | 242 | 1,360 | |||||||
Telos |
Systems Software | 242 | 1,030 | |||||||
Velodyne Lidar |
Electronic Equipment and Instruments | 62 | 916 | |||||||
Virgin Galactic |
Aerospace and Defense | 3 | — | |||||||
75 th Percentile |
243 | 4,648 | ||||||||
50 th Percentile |
207 | 2,040 | ||||||||
25 th Percentile |
9 | 1,073 | ||||||||
Astra Space |
Aerospace and Defense | — | 1,830 |
2021 Pay Element |
Why Element Was Provided |
Key Characteristic(s) | ||
Annual Base Salary |
Compensate executives for their normal day-to-day |
Only fixed portion of compensation (except for Ms. Brannon and Mr. Lyon) All other compensation elements are variable | ||
Service-Based Stock Options (SSOs) |
Motivate executives to build long-term stockholder value • Retain our executives |
Provide value only if stock price increases Exercise price is equal to the per share price of Astra common stock on the grant date Generally vest over a period of four years, with 25% vesting on the first vesting date (which is |
2021 Pay Element |
Why Element Was Provided |
Key Characteristic(s) | ||
either February 15, 2022 or August 15, 2022, depending on the NEO) and then quarterly thereafter | ||||
Restricted Stock Units (RSUs) |
Motivate executives to build long-term stockholder value • Retain our executives |
Generally vest over a period of four years, with 25% vesting on the first vesting date (which is either February 15, 2022 or August 15, 2022, depending on the NEO) and then quarterly thereafter | ||
Performance Based Stock Options (PSOs) |
Motivate the executives to focus on achieving the Company’s critical business objectives supporting its long term strategy and increasing the Company’s stock price | PSOs vest based on achievement of performance objectives and increases in the stock price PSOs are intended to cover a five year period through 2026 The Compensation Committee does not intend to make additional grants of PSOs until the five year period expires |
Name |
Award Type |
Number of Sharesu nderlying grant |
Grant Date Fair Value of the Award (1) |
|||||||||
Chris Kemp |
RSUs | 650,809 | $ | 5,833,248 | ||||||||
PSOs | 6,508,088 | $ | 30,301,659 | |||||||||
SSOs | 1,301,618 | $ | 7,231,659 | |||||||||
Adam London |
RSUs | 325,405 | $ | 2,941,629 | ||||||||
PSOs | 1,301,618 | $ | 6,060,335 | |||||||||
SSOs | 650,809 | $ | 3,615,830 | |||||||||
Kelyn Brannon |
RSUs | 1,387,527 | $ | 12,543,105 | ||||||||
PSOs | 650,809 | $ | 3,030,168 | |||||||||
SSOs | 1,244,345 | $ | 6,799,723 | |||||||||
Martin Attiq |
RSUs | 306,826 | $ | 2,773,676 | ||||||||
PSOs | 1,952,427 | $ | 9,090,501 | |||||||||
SSOs | 229,322 | $ | 1,274,090 | |||||||||
Benjamin Lyon |
RSUs | 1,301,618 | $ | 11,766,497 | ||||||||
PSOs | 2,603,236 | $ | 12,120,668 | |||||||||
SSOs | — | — |
(1) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 15 of the Consolidated Financial Statements included in this prospectus. |
• | All of the RSUs granted to Mr. Kemp and Dr. London, (b) 114,662 of the RSUs granted to Mr. Attiq and (c) all of the service-based stock options granted to Mr. Kemp, Dr. London and Mr. Attiq vest as |
follows: 25% of the grant vesting on August 15, 2022, and then in substantially equal quarterly installments beginning on November 15, 2022, through and including August 15, 2025. |
• | All of the RSUs and SSOs granted to Ms. Brannon and (b) the remaining RSUs granted to Mr. Attiq (192,164) vest as follows: 25% of the grant vests on February 15, 2022, with the remainder vesting in substantially equal quarterly installments beginning on May 15, 2022, through and including February 15, 2025. |
• | All grants to Messrs. Kemp, London and Attiq vest as follows: 25% of the grant vesting on August 15, 2022, and then in substantially equal quarterly installments beginning on November 15, 2022, through and including August 15, 2025. |
• | All grants to Ms. Brannon vest as follows: 25% of the grant vests on February 15, 2022, with the remainder vesting in substantially equal quarterly installments beginning on May 15, 2022, through and including February 15, 2025. |
Milestone A: |
The Company has had a Successful Orbital Delivery. | |
Milestone B: |
The Company has had six (6) Orbital Launches during a six (6) consecutive month period. | |
Milestone C: |
The Company has completed a prototype for a Spacecraft that has achieved an Orbital Launch. | |
Milestone D: |
The Company has conducted twenty-six (26) Orbital Launches during a six (6) consecutive month period. | |
Milestone E: |
The Company has achieved an Orbital Launch for an aggregate of 100 Spacecraft. |
• | appropriate pay philosophy, peer group and market positioning and |
• | effective balance in cash and equity mix, short- and long-term focus, corporate performance focus and discretion. |
Name and Principal Position |
Year |
Base Salary ($) (1) |
Bonus ($) |
Stock Awards ($) (2) |
Option Awards ($) (2) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) (3) |
Total ($) |
|||||||||||||||||||||||||||
Chris Kemp |
2021 | 557,000 | — | 5,883,248 | 37,533,318 | — | — | 104 | 43,973,671 | |||||||||||||||||||||||||||
Chief Executive Officer |
2020 | 256,000 | — | 23,572,500 | (4) |
969 | — | — | — | 23,829,469 | ||||||||||||||||||||||||||
Adam London |
2021 | 407,542 | (5) |
— | 2,941,629 | 9,676,164 | — | — | 104 | 13,025,439 | ||||||||||||||||||||||||||
Chief Technology Officer |
2020 | 227,000 | — | 7,857,500 | (4) |
— | — | — | — | 8,084,500 | ||||||||||||||||||||||||||
Kelyn Brannon |
2021 | 420,417 | (6) |
300,000 | (7) |
12,543,105 | 9,829,891 | — | — | 5,904 | 23,099,317 | |||||||||||||||||||||||||
Chief Financial Officer |
2020 | 8,021 | — | — | 6,205,050 | — | — | — | 6,213,071 | |||||||||||||||||||||||||||
Martin Attiq |
2021 | 458,334 | — | 2,773,676 | 10,364,592 | — | — | 1,667 | 13,598,269 | |||||||||||||||||||||||||||
Chief Business Officer |
||||||||||||||||||||||||||||||||||||
Benjamin Lyon |
2021 | (8) |
409,259 | 250,000 | (7) |
11,766,497 | 12,120,668 | — | — | 2,587 | 24,594,010 | |||||||||||||||||||||||||
Chief Engineer and Executive Vice President of Engineering and Operations |
(1) | Reflects actual base salary earnings. |
(2) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 15 of the Consolidated Financial Statements included in this prospectus. |
(3) | Reflects Company paid life insurance premiums for all NEOs and in the case of Ms. Brannon, Mr. Attiq and Mr. Lyon, also includes amounts matched under the Company’s 401(k) plan. |
(4) | Reflects grants received prior to the Merger and which were converted to shares of the Company’s Class B common stock in connection therewith. |
(5) | Dr. London’s initial base salary in 2021 was $400,000. His base salary increased to $500,000 on September 1, 2021. |
(6) | Ms. Brannon commenced employment with us on December 23, 2020. Ms. Brannon’s annualized base salary in 2020 was $330,000. Ms. Brannon’s initial base salary in 2021 was $400,000. Her base salary increased to $500,000 on September 1, 2021. |
(7) | Amounts reflect a one-time negotiated bonus in connection with the on-boarding of Ms. Brannon and Mr. Lyon. |
(8) | Mr. Lyon commenced employment with us on February 6, 2021. Mr. Lyon’s annual base salary in 2021 was initially $400,000 and then increased to $500,000 on May 1, 2021. |
Estimated Possible Payouts Under Non-Equity IncentivePlan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units |
All Other Option Awards: Number of Securities Underlying Options |
Exercise Price of Option Awards |
Grant Date Fair Value Stock and Option Awards |
|||||||||||||||||||||||||||||||
Name |
Award Type |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
(#) |
(#) |
($) |
($) (1) |
||||||||||||||||||||||||
Chris Kemp |
RSUs | 9/20/2021 | — | — | — | — | — | — | 650,809 | — | — | 5,833,248 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 6,508,088 | 9.04 | 30,301,659 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,301,618 | 9.04 | 7,231,659 | |||||||||||||||||||||||||
Adam London |
RSUs | 9/20/2021 | — | — | — | — | — | — | 325,405 | — | — | 2,941,629 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,301,618 | 9.04 | 6,060,335 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 650,809 | 9.04 | 3,615,830 | |||||||||||||||||||||||||
Kelyn Brannon |
RSUs | 9/20/2021 | — | — | — | — | — | — | 1,387,527 | — | — | 12,543,105 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 650,809 | 9.04 | 3,030,168 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,244,345 | 9.04 | 6,799,723 | |||||||||||||||||||||||||
Martin Attiq |
RSUs | 9/20/2021 | — | — | — | — | — | — | 306,826 | — | — | 2,773,676 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,952,427 | 9.04 | 9,090,501 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 229,322 | 9.04 | 1,274,090 | |||||||||||||||||||||||||
Benjamin Lyon |
RSUs | 9/20/2021 | — | — | — | — | — | — | 1,301,618 | — | — | 11,766,497 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 2,603,236 | 9.04 | 12,120,668 | |||||||||||||||||||||||||
SSOs | — | — | — | — | — | — | — | — | — | — | — |
(1) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 15 of the Consolidated Financial Statements included in this prospectus. |
Option Awards |
Stock Awards | |||||||||||||||||||||||||||
Equity Incentive Plan Awards | ||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable (1) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested (#) |
Market Value of shares or Units of Stock that Have Not Vested ($) (2) |
Number of Unearned Shares that Have Not Vested (#) |
Market Value of Unearned Shares that Have Not Vested ($) | ||||||||||||||||||||
Chris Kemp |
— | 7,809,706 | 9.04 | 9/20/2031 | 650,809 | 4,510,106 | — | — | ||||||||||||||||||||
6,650 | — | 0.46 | 2/26/2030 | — | — | — | — | |||||||||||||||||||||
Adam London |
— | 1,952,427 | 9.04 | 9/20/2031 | 325,405 | 2,255,057 | — | — | ||||||||||||||||||||
Kelyn Brannon |
— | 1,895,154 | 9.04 | 9/20/2031 | 1,387,527 | 9,615,562 | — | — | ||||||||||||||||||||
Martin Attiq |
— | 2,181,749 | 9.04 | 9/20/2031 | 306,826 | 2,126,304 | — | — | ||||||||||||||||||||
77,584 | — | 0.46 | 5/14/2030 | — | — | — | — | |||||||||||||||||||||
398,750 | 471,252 | 0.46 | 2/26/2030 | — | — | — | — | |||||||||||||||||||||
Benjamin Lyon |
— | 2,603,236 | 9.04 | 9/20/2031 | 894,863 | 6,201,401 | — | — |
(1) | The number of securities underlying options are allocated among PSOs and SSOs as follows: (a) for Mr. Kemp, 6,508,088 PSOs and 1,301,618 SSOs; (b) for Dr. London, 1,301,618 PSOs and 650,809 SSOs; (3) for Ms. Brannon, 650,809 PSOs and 1,244,345 SSOs; (d) for Mr. Attiq, 1,952,427 PSOs and 700,574 SSOs; and (5) for Mr. Lyon, 2,603,236 PSOs and no SSOs. |
Option Awards |
Stock Awards |
|||||||||||||||
Name |
Number of shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of shares Acquired on Vesting (#) |
Value Realized on Vesting ($) |
||||||||||||
Chris Kemp |
— | — | — | — | ||||||||||||
Adam London |
— | — | — | — | ||||||||||||
Kelyn Brannon |
997,500 | 7,830,000 | (1) |
— | — | |||||||||||
Martin Attiq |
266,000 | 2,088,000 | (1) |
— | — | |||||||||||
Benjamin Lyon |
— | — | 406,755 | 4,295,333 | (2) |
(1) | This exercise relates to stock options that the Company granted to Ms. Brannon and Mr. Attiq in December 2020, before the Company closed on the Business Combination. At that time, the Company was using 409A valuations to determine the exercise price of stock options. The stocks options granted to Ms. Brannon and Mr. Attiq were inadvertently issued below market value, which triggered a penalty from the Internal Revenue Code. This penalty would extend throughout the vesting period on the stock options. On April 23, 2021 and prior to the Closing of the Business Combination, the Board for Legacy Astra approved the accelerated vesting of these options and the exercise of the options by Ms. Brannon and Mr. Attiq. Upon exercise, the shares were then sold at an agreed upon price in a secondary sale transaction to enable Ms. Brannon and Mr. Attiq to pay the tax penalty in 2021 rather than having the tax penalty increase due to the share price appreciation over the vesting period. |
(2) | Reflect awards of restricted stock units that vested on November 15, 2021, at the closing per share price on that date of $10.56. |
Named Executive Officer |
Involuntary Termination Not for Cause ($) (1) |
Voluntary Termination for Good Reason ($) (1) |
Involuntary Not for Cause or Voluntary for Good Reason following a Change-in- Control ($) (2) |
Death ($) |
Disability ($) |
|||||||||||||||
Chris Kemp |
5,133,818 | 5,133,818 | 5,943,270 | $ | 0 | $ | 0 | |||||||||||||
Adam London |
2,785,970 | 2,785,970 | 2,785,970 | $ | 0 | $ | 0 | |||||||||||||
Kelyn Brannon |
10,133,935 | 10,133,935 | 10,133,935 | $ | 0 | $ | 0 | |||||||||||||
Martin Attiq |
5,684,218 | 5,684,218 | 5,684,218 | $ | 0 | $ | 0 | |||||||||||||
Benjamin Lyon |
6,732,314 | 6,732,314 | 6,732,314 | $ | 0 | $ | 0 |
(1) | The separation benefits consist of 12 months base salary, reimbursement for 12 months of premiums paid in connection with continuation coverage under COBRA at the NEO’s current coverage rate and accelerating all unvested SSOs and PSOs and RSUs for each NEO. In determining the value of unvested equity awards, we calculated the value of such awards as if they were exercised (in the case of SSOs and PSOs) and then sold on December 31, 2021 at the per share closing price of $6.93. The amount attributable to each NEO related to the acceleration of the vesting of equity awards is as follows: |
Chris Kemp |
$ | 4,510,106 | ||
Adam London |
$ | 2,255,057 | ||
Kelyn Brannon |
$ | 9,615,562 | ||
Martin Attiq |
$ | 5,175,304 | ||
Benjamin Lyon |
$ | 6,201,401 |
(2) | For Mr. Kemp, separation benefits consist of 24 months base salary, reimbursement for 18 months of premiums paid in connection with continuation coverage under COBRA at the Mr. Kemp’s current coverage rate and the value of the acceleration of unvested SSOs, PSOs and RSUs For all other NEOs, the separation benefits consist of 12 months base salary, reimbursement for 12 months of premiums paid in connection with continuation coverage under COBRA at the NEO’s current coverage rate and the value of acceleration of all unvested equity awards. In each case, we calculated the value of the acceleration of unvested equity awards in the same manner described in Note 1. |
The ratio of our CEO’s annual total compensation ($43.9 million) compared to our median compensated employee ($277,011) was: |
159 to 1 |
|||
This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K. |
Compensation Element |
Compensation Amount ($) |
|||
Lead Director |
20,000 | |||
Audit Committee Chair Retainer |
20,000 | |||
Audit Committee Member Retainer |
10,000 | |||
Compensation Committee Chair Retainer |
15,000 | |||
Compensation Committee Member Retainer |
7,500 | |||
Nominating and Corporate Governance Committee Chair Retainer |
10,000 | |||
Nominating and Corporate Governance Committee Member Retainer |
5,000 |
Name |
Fees Earned Or Paid in Cash ($) |
Stock Awards ($) (1) |
Total ($) |
|||||||||
Michèle Flournoy |
40,625 | 138,134 | 178,759 | |||||||||
Michael Lehman |
38,750 | 187,005 | 225,755 | |||||||||
Craig McCaw (2)(3) |
46,250 | 151,942 | 198,192 | |||||||||
Lisa Nelson |
25,000 | 170,008 | 195,008 | |||||||||
Scott Stanford (2) |
22,500 | 233,756 | 256,256 |
(1) | Reflects the grant date fair value of as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation-Stock Compensation, the full amount of which is recorded as a compensation expense in the income statement for fiscal year 2021. The grant date fair value was based on the closing price of the Company’s common stock, as reported on Nasdaq, on the date of the grant, which was $10.19 per share of Class A common stock on November 9, 2021. The restricted stock units issued to the directors each vest in one installment on May 15, 2022. |
(2) | At Mr. Stanford’s and Mr. McCaw’s request, the cash compensation they each earned in connection with their service as a director to the Company was paid to their employers, ACME, LLC and Pendrell Corporation, respectively. |
(3) | Mr. McCaw’s term as a director of Astra expires at the 2022 annual meeting of stockholders, and he will not stand for re-election. |
(1) | Any sale, assignment, transfer, conveyance, hypothecation, or other transfer or disposition, directly or indirectly, of any Class B common stock or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation, or otherwise), including, without limitation the transfer of a share of Class B common stock to a broker or other nominee or the transfer of, or entering into a binding agreement with respect to, voting control over such share by proxy or otherwise, other than a permitted transfer. |
(2) | Upon the first date on which the Astra Founders, together with all other qualified stockholders, collectively cease to beneficially own at least 20% of the number of shares of Class B common stock held by the Astra Founders on the Closing Date (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination, or recapitalization of the Class B common stock) collectively held by the Astra Founders and their permitted transferees. |
(3) | Upon the date specified by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B common stock, voting as a separate class. |
(1) | prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
(2) | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
(3) | at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66% of the outstanding voting stock which is not owned by the interested stockholder. |
• | 1% of the total number of shares of the Class A common stock then outstanding; or |
• | the average weekly reported trading volume of the Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials) other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company. |
• | each person known by us to beneficially own more than 5% of our common stock; |
• | each of our named executive officers; |
• | each of our directors (including the director nominees); and |
• | all of our directors and executive officers as a group. |
Name and Address of Beneficial Owner |
Number of Shares of Class A Common Stock |
% of Class A Common Stock |
Number of Shares of Class B Common Stock |
% of Class BC ommon Stock |
% of Total Voting Power** |
|||||||||||||||
Directors and Executive Officers: |
||||||||||||||||||||
Martin Attiq (1)(3) |
618,893 | * | — | — | * | |||||||||||||||
Kelyn Brannon (1)(4) |
811,044 | * | — | — | * | |||||||||||||||
Michèle Flournoy (1)(5) |
13,556 | * | — | — | * | |||||||||||||||
Chris C. Kemp (1)(6) |
6,650 | * | 27,095,633 | 48.8 | % | 35.5 | % | |||||||||||||
Michael E. Lehman (1)(7) |
24,602 | * | — | — | * | |||||||||||||||
Adam London (1) |
— | — | 28,443,555 | 51.2 | % | 37.2 | % | |||||||||||||
Benjamin Lyon (1)(8) |
326,649 | * | — | — | * | |||||||||||||||
Craig McCaw (2) |
9,280,927 | 4.5 | % | — | — | 4.5 | % | |||||||||||||
Lisa Nelson (1)(9) |
16,684 | * | — | — | * | |||||||||||||||
Scott Stanford (1)(10) |
29,649,132 | 14.2 | % | — | — | 3.9 | % | |||||||||||||
All directors and executive officers as a group (ten individuals) |
40,748,137 | 19.5 | % | 55,539,188 | 100 | % | 78.0 | % | ||||||||||||
Five Percent Holders: |
||||||||||||||||||||
ACME, LLC and affiliated funds (11) |
29,626,192 | 14.2 | % | — | — | 3.9 | % | |||||||||||||
A/NPC Holdings LLC (12) |
25,155,093 | 12.1 | % | — | — | 3.3 | % | |||||||||||||
Canaan X L.P. (13) |
16,489,668 | 8.0 | % | — | — | 2.2 | % |
* | less than 1% |
** | Percentage of total voting power represents voting power with respect to all shares of Class A common stock and Class B common stock, as a single class. Each share of Class B common stock is entitled to 10 votes per share and each share of Class A common stock is entitled to one vote per share. |
(1) | The business address of each of these holders is 1900 Skyhawk Street, Alameda, CA 94501. |
(2) | The business address of Mr. McCaw is 2300 Carillon Point, Kirkland, WA 98033. Includes 14,911 restricted stock units which vest within 60 days of April 21, 2022. The record holder of the remaining shares reported here is X-icity Holdings Corporation (“X-icity”) Mr. McCaw is the Co-CEO of Pendrell. Mr. McCaw shares voting and investment discretion with respect to the Class A common stock held of record by Pendrell Corporation (“Pendrell”), which owns 100% of X-icity. Mr. McCaw shares voting and investment discretion with respect to these shares and disclaims any beneficial ownership of any shares held by X-icity or Pendrell except to the extent of his pecuniary interest therein. The business address of Pendrell is 2300 Carillon Point, Kirkland, WA 98033. |
(3) | Includes options to purchase 585,084 shares of Class A common stock that will be exercisable 60 days from April 21, 2022, and 12,012 restricted stock units which will vest within 60 days from April 21, 2022. |
(4) | Includes options to purchase 518,474 shares of Class A common stock that will be exercisable 60 days from April 21, 2022, and 99,681 restricted stock units which will vest within 60 days from April 21, 2022. |
(5) | Consists solely of restricted stock units which will vest within 60 days from April 21, 2022. |
(6) | Number of shares of Class A common stock reported consists solely of options to purchase shares of Class A common stock that will be exercisable 60 days from April 21, 2022. |
(7) | Includes 18,352 restricted stock units which will vest within 60 days from April 21, 2022. |
(8) | Includes 81,351 restricted stock units which will vest within 60 days from April 21, 2022. |
(9) | Consists solely of restricted stock units which will vest within 60 days from April 21, 2022. |
(10) | Shares reported includes 22,940 restricted stock units which will vest within 60 days from April 21, 2022, and shares held by ACME, LLC and its affiliates Sherpa Ventures Fund II, LP (“ACME Fund II”), ACME SPV AS, LLC (collectively “ACME Capital”) and Eagle Creek Capital LLC (collectively “ACME Capital”). See Note 11. Scott Stanford exercises voting and dispositive control over the securities held by ACME Fund II and Eagle Creek Capital LLC and thus may be deemed to beneficially own such securities. Scott Stanford and Hany Nada exercise voting and dispositive control over the securities held by ACME SPV AS, LLC and thus may be deemed to beneficially own such securities. |
(11) | Based on the Schedule 13D filed on July 12, 2021, funds managed by ACME Capital are the record holders of the shares reported herein. Scott Stanford exercises voting and dispositive control over the securities held by ACME Fund II and Eagle Creek Capital LLC and thus may be deemed to beneficially own such securities. Scott Stanford and Hany Nada exercise voting and dispositive control over the securities held by ACME SPV AS, LLC and thus may be deemed to beneficially own such securities. The business address of ACME Capital is 500 Howard Street, Suite 201, San Francisco, CA 94105. |
(12) | Based on the Scheduled 13G filed on July 8, 2021, A/NPC Holdings LLC is a Delaware limited liability company (“A/NPC Holdings”). 61.24% of the interests of A/NPC Holdings are held by Newhouse Cable Holdings, LLC, a New York limited liability company (“Newhouse Cable”). The remaining 38.76% of the interests in A/NPC Holdings are held by Advance Communications Company LLC, a New York limited liability company (“Advance Communications Co.”), which is also the managing member of A/NPC Holdings. Newhouse Cable is a wholly-owned subsidiary of Newhouse Broadcasting Corporation, a New York corporation. Advance Communications Co. is an indirect wholly-owned subsidiary of Advance Publications, Inc., a New York corporation (“API”). All of the common shares in API are owned by Newhouse Family Holdings, L.P., a Delaware limited partnership (“NFH”). As a result of its ownership of all of the outstanding common shares of API, NFH has the power to elect the board of directors of API. Advance Long-Term Management Trust, a New Jersey trust (“Advance Long-Term Trust”), is the sole general partner of NFH. The trustees of Advance Long-Term Trust are Samuel I. Newhouse, III, Steven O. Newhouse, Michael A. Newhouse, Victor F. Ganzi and Thomas Summer. NFH, Advance Long-Term Trust and each trustee of Advance Long-Term Trust disclaim beneficial ownership of the shares of Class A common stock reported herein. The business address of A/NPC Holdings LLC is c/o Advance Finance Group, One World Trade Center, 43rd Floor, New York, NY 10007, Attn: William J. Barry and Sol Cotlier. |
(13) | Based on the Schedule 13G filed on January 27, 2022, the shares are held directly by Canaan X L.P. (the “Canaan Fund”). The sole general partner of the Canaan Fund is Canaan Partners X LLC (“Canaan X”), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan X, collectively. The business address is 2765 Sand Hill Road, Menlo Park, CA 94025. |
Selling Securityholder (1) |
Shares of Class A Common Stock Beneficially Owned Prior to Offering |
Private Placement Warrants Beneficially Owned Prior to Offering |
Shares of Class A Common Stock Offered |
Private Placement Warrants Offered |
Shares of Class A Common Stock Beneficially Owned After the Offered Shares are Sold |
% |
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
% |
||||||||||||||||||||||||
Davidson Kempner Capital Management LP (2) |
750,000 | 750,000 | ||||||||||||||||||||||||||||||
Tech Opportunities LLC (3) |
750,000 | 750,000 | ||||||||||||||||||||||||||||||
Light Street Capital Management, LLC (4) |
4,354,789 | 850,000 | 3,504,789 | 1.36 | % | |||||||||||||||||||||||||||
Entities affiliated with Millennium Management LLC (5) |
1,748,802 | 1,250,000 | 498,802 | * | ||||||||||||||||||||||||||||
Suvretta Capital Management LLC (6) |
1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||
Antara Capital Master Fund LP (7) |
850,000 | 850,000 | ||||||||||||||||||||||||||||||
Artis Ventures III, L.P. (8) |
250,000 | 250,000 | ||||||||||||||||||||||||||||||
BlackRock, Inc. (9) |
7,500,000 | 7,500,000 | ||||||||||||||||||||||||||||||
Blackstone Aqua Master Sub-Fund (10) |
850,000 | 850,000 | ||||||||||||||||||||||||||||||
Entities within the D.E. Shaw group (11) |
1,000,000 | 1,000,000 |
Selling Securityholder (1) |
Shares of Class A Common Stock Beneficially Owned Prior to Offering |
Private Placement Warrants Beneficially Owned Prior to Offering |
Shares of Class A Common Stock Offered |
Private Placement Warrants Offered |
Shares of Class A Common Stock Beneficially Owned After the Offered Shares are Sold |
% |
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
% |
||||||||||||||||||||||||
Ethos Astra Stock, LLC (12) |
500,000 | 500,000 | ||||||||||||||||||||||||||||||
HBK Master Fund L.P. (13) |
750,000 | 750,000 | ||||||||||||||||||||||||||||||
CVI Investments, Inc. (14) |
750,000 | 750,000 | ||||||||||||||||||||||||||||||
Iridian Asset Management LLC (15) |
1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||
Jane Street Global Trading, LLC (16) |
507,700 | 500,000 | 7,700 | * | ||||||||||||||||||||||||||||
Monashee Investment Management LLC (17) |
600,000 | 600,000 | ||||||||||||||||||||||||||||||
SPAC Opportunity Partners Investments Sub, LLC (18) |
550,000 | 550,000 | ||||||||||||||||||||||||||||||
P. Schoenfeld Asset Management LP (19) |
300,000 | 300,000 | ||||||||||||||||||||||||||||||
X-icity Holdings Corporation(20) |
5,333,333 | 5,333,333 | 5,333,333 | 5,333,333 | ||||||||||||||||||||||||||||
Pendrell Corporation (21) |
7,735,484 | 7,735,484 | ||||||||||||||||||||||||||||||
Benjamin Longmier (22) |
1,153,735 | 1,153,735 | ||||||||||||||||||||||||||||||
Michael Cassidy (23) |
1,676,940 | 1,676,940 | ||||||||||||||||||||||||||||||
Programmable Exchange LLC (24) |
1,010,286 | 1,010,286 | ||||||||||||||||||||||||||||||
Reprogrammed Interchange LLC (25) |
2,425,823 | 2,425,823 | ||||||||||||||||||||||||||||||
Venture Lending & Leasing VIII, LLC (26) |
442,805 | 442,805 | ||||||||||||||||||||||||||||||
Chris Kemp (27) |
27,095,633 | 27,095,633 | ||||||||||||||||||||||||||||||
Adam London (28) |
29,143,555 | 29,143,555 | ||||||||||||||||||||||||||||||
Martin Attiq (29) |
155,166 | 155,166 | ||||||||||||||||||||||||||||||
A/NPC Holdings LLC (30) |
25,155,093 | 25,155,093 | ||||||||||||||||||||||||||||||
Sherpa Ventures Fund II, LP (31) |
28,238,728 | 28,238,728 | ||||||||||||||||||||||||||||||
Canaan X, L.P. (32) |
20,689,668 | 20,689,668 | ||||||||||||||||||||||||||||||
OATV III, L.P. (33) |
7,881,524 | 7,881,524 | ||||||||||||||||||||||||||||||
Ethos Astra, LLC (34) |
62,496 | 62,496 | ||||||||||||||||||||||||||||||
Ethos Fund I, LP (35) |
563,012 | 563,012 | ||||||||||||||||||||||||||||||
Airbus Ventures Fund III, L.P. (36) |
5,266,281 | 5,266,281 | ||||||||||||||||||||||||||||||
Na’-Nuk Investment Fund, L.P.(37) |
3,261,441 | 3,261,441 | ||||||||||||||||||||||||||||||
Other Selling Securityholders (1) |
1,684,116 | 1,684,116 |
* | Less than one percent. |
(1) | The disclosure with respect to the remaining Selling Securityholders is being made on an aggregate basis, as opposed to on an individual basis, because their aggregate holdings are less than 1% of the outstanding shares of Class A common stock. The address for these Selling Securityholders is c/o Astra Space, Inc., 1900 Skyhawk Street, Alameda, CA 94501. |
(2) | The shares of Class A Common Stock being registered for resale by this Selling Securityholder consist of 268,200 shares held by Davidson Kempner Institutional Partners, L.P., 329,025 shares held by Davidson Kempner International, Ltd., 130,650 shares held by Davidson Kempner Partners and 22,125 shares held by M.H. Davidson & Co. Voting and dispositive authority over the shares is held by Davidson Kempner |
Capital Management LP (“DKCM”). Anthony A. Yoseloff, Eric P. Epstein, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons, through DKCM, are responsible for the voting and investment decisions relating to the shares. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares held by any other entity or individual named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals in this footnote is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022. |
(3) | Hudson Bay Capital Management LP, the investment manager of Tech Opportunities LLC, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Tech Opportunities LLC and Sander Gerber disclaims beneficial ownership over these securities. The address of Hudson Bay Capital Management LP is 777 3rd Ave., Floor 30, New York, NY 10017-1407. |
(4) | The shares of Class A Common Stock being registered for resale by this Selling Securityholder consist of 850,000 shares held by Light Street Mercury Master Fund, L.P. Light Street Capital Management, LLC is the General Partner of this fund and has voting and investment power over these securities. The address of Light Street Capital Management, LLC is 525 University Avenue, Suite 300, Palo Alto, CA 94301. |
(5) | As of the close of business on August 5, 2021: |
i) | Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”), beneficially owned 1,050,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) (which shares of the Company’s Class A Common Stock were purchased in a private placement pursuant to a subscription agreement dated February 2, 2021 (the “PIPE”)); |
ii) | Riverview Group LLC, a Delaware limited liability company (“Riverview Group”), beneficially owned 200,000 shares of the Company’s Class A Common Stock purchased in the PIPE; |
iii) | ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”), beneficially owned 258,916 shares of the Company’s Common Stock (which are issuable upon exercise of certain warrants); |
iv) | ICS Opportunities II LLC, a Cayman Islands limited liability company (“ICS Opportunities II”), beneficially owned 133,286 shares of the Company’s Class A Common Stock; |
v) | Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands (“Integrated Assets”), beneficially owned 30,385 shares of the Company’s Class A Common Stock; and |
vi) | Integrated Assets II LLC, a Cayman Islands limited liability company (“Integrated Assets II”), beneficially owned 76,215 shares of the Company’s Class A Common Stock. ICS Opportunities, ICS Opportunities II, Integrated Assets and Integrated Assets II are affiliates of Integrated Core Strategies and Riverview Group. |
(6) | The shares of Class A Common Stock being registered for resale by this Selling Securityholder consist of shares held by Suvretta Long Master Fund, Ltd. and Suvretta Master Fund, Ltd. Suvretta Capital Management LLC has voting and investment power over the shares. The address of Suvretta Capital Management LLC is 540 Madison Avenue, 7th Floor, New York, NY 10022. |
(7) | The address of Antara Capital Master Fund LP is 500 Fifth Avenue, Suite 2320, New York, NY 10110. |
(8) | The address of Artis Ventures III, L.P. is 499 Jackson Street, Suite 400, San Francisco, CA 94111-1612. |
(9) | The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Science and Technology Trust II; BlackRock Global Funds – Next Generation Technology Fund; BlackRock Global Allocation Fund, Inc.; BlackRock Global Funds – Global Allocation Fund; BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.; BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc.; BlackRock Global Allocation Collective Fund; BlackRock Global Funds – Global Dynamic Equity Fund; BlackRock Capital Allocation Trust; BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V; Strategic Income Opportunities Bond Fund; BGF ESG Fixed Income Global Opportunities Fund; BGF Fixed Income Global Opportunities Fund; Master Total Return Portfolio of Master Bond LLC; BlackRock Total Return Bond Fund; BlackRock Global Long/Short Credit Fund of BlackRock Funds IV; and BlackRock Global Funds – Global Bond Income Fund. BlackRock, Inc. is the ultimate parent holding |
company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is 55 East 52nd Street, New York, NY 10055. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
(10) | Reflects securities held directly by Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV (the “Aqua Fund”). Blackstone Alternative Solutions L.L.C. is the investment manager of the Aqua Fund. Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the securities beneficially owned by the Aqua Fund directly or indirectly controlled by it or him, but each (other than the Aqua Fund to the extent of its direct holdings) disclaims beneficial ownership of such securities. The address of each of the entities listed is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. |
(11) | The shares of Class A Common Stock being registered for resale hereby consists of: (i) 250,000 shares held by D. E. Shaw Oculus Portfolios, L.L.C. and (ii) 750,000 shares held by D. E. Shaw Valence Portfolios, L.L.C. (together with D. E. Shaw Oculus Portfolios, L.L.C., the “D. E. Shaw Entities”). Each of the D. E. Shaw Entities has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares directly owned by it. D. E. Shaw & Co., L.P. (“DESCO LP”), as the investment adviser of the D. E. Shaw Entities, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. D. E. Shaw & Co., L.L.C. (“DESCO LLC”), as the manager of the D. E. Shaw Entities, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the shares owned by the D. E. Shaw Entities on DESCO LP’s and DESCO LLC’s behalf. D. E. Shaw & Co., Inc. (“DESCO Inc.”), as general partner of DESCO LP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. D. E. Shaw & Co. II, Inc. (“DESCO II Inc.”), as managing member of DESCO LLC, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any shares of the Company directly, and each such entity disclaims beneficial ownership of the shares owned by the D. E. Shaw Entities. David E. Shaw does not own any shares of the Company directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares owned by the D. E. Shaw Entities and, therefore, David E. Shaw may be deemed to be the beneficial owner of the shares owned by the D. E. Shaw Entities. David E. Shaw disclaims beneficial ownership of the shares owned by the D. E. Shaw Entities. The address of each of the D. E. Shaw Entities is c/o D. E. Shaw group, 1166 Avenue of the Americas, 9th Floor, New York, NY 10036. |
(12) | The address of Ethos Astra Stock, LLC is 2 Embarcadero Center, Suite 1440, San Francisco, CA 94104-4205. |
(13) | HBK Investments L.P., a Delaware limited partnership, has shared voting and dispositive power over the Common Stock pursuant to an Investment Management Agreement between HBK Investments L.P. and the |
Selling Securityholder. HBK Investments L.P. has delegated discretion to vote and dispose of the Common Stock to HBK Services LLC. The following individuals may be deemed to have control over HBK Investments L.P. and HBK Services LLC: Jamiel A. Akhtar, David C. Haley, Jon L. Mosle III and Matthew F. Luth. Each of HBK Services LLC and the individuals listed above disclaim beneficial ownership of any of the securities reported. The address of HBK Master Fund L.P. is C/O HBK Services LLC, 2300 North Field Street, Suite 2200, Dallas, TX 75201. |
(14) | Heights Capital Management is the authorized agent for shares held by CVI Investments Inc. and has voting and investment control over the securities. The address of CVI Investments Inc. is 401 East City Avenue, Suite 220, Bala Cynwyd, PA 19004-1117. |
(15) | The shares of Class A Common Stock being registered for resale by this Selling Securityholder consist of 53,700 shares held by Iridian Charter Fund, LP, 8,600 shares held by Iridian Durascent Fund, LP, 108,900 shares held by Iridian Eagle Fund, LP, 800,000 shares held by Iridian Raven Fund, LP, and 28,800 shares held by Iridian Wasabi Fund, LP. Iridian Asset Management LLC is the investment manager of each of these funds and has voting and investment power over the securities. The address of Iridian Asset Management LLC is 276 Post Road West, Westport, CT 06880-4703.. |
(16) | The address of Jane Street Global Trading LLC is 250 Vesey Street, New York, NY 10281-1052. |
(17) | The shares of Class A Common Stock being registered for resale by this Selling Securityholder consist of 171,541 shares held by BEMAP Master Fund Ltd., 21,930 shares held by Bespoke Alpha MAC MIM LP, 144,677 shares held by DS Liquid Div RVA MON LLC, 101,958 shares held by Monashee Pure Alpha SPV I LP, 130,783 shares held by Monashee Solitario Fund LP, 29,111 shares held by SFL SPV I LLC. Each of these funds is affiliated with Monashee Investment Management, LLC, which has voting and investment power over the securities. The address of Monashee Investment Management LLC is 75 Park Plaza, Suite 2, Boston, MA 02116-3934. |
(18) | The address of SPAC Opportunity Partners Investment Sub, LLC is 2870 Peachtree Road, NW Suite 509, Atlanta, GA 30305. |
(19) | The shares of Class A Common Stock being registered for resale by this Selling Securityholder consist of 20,700 shares held by K2 PSAM Event Master Fund, 119,100 shares held by Lumyna PSAM Global Event UCITS Fund, 35,100 shares held by Lumyna Specialist Funds – Event Alternative Fund, 125,100 shares held by PSAM WorldArb Master Fund Ltd., P. Schoenfeld Asset Management LP is the investment manager of each of these funds and has voting and investment power over the securities. The address of P. Schoenfeld Asset Management LP is One Capital Place, 136 Shedden Road, 3rd Floor, PO Box 677, Grand Cayman, Cayman Islands. |
(20) | The shares of Class A Common Stock represent the share of Class A Common Stock that are issuable upon exercise of the Private Placement Warrants. The Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants are both being offered for resale by this prospectus. The address of X-icity Holdings Corporation is 2300 Carillon Pt., Kirkland, WA 98033-7445. |
(21) | X-icity Holdings Corporation is the record holder of the shares reported herein. R. Gerard Salemme and Randy Russell are shareholders of Pendrell Corporation, the corporate parent of X-icity Holdings Corporation, and may be entitled to distributions of securities held by Pendrell. Mr. McCaw is the Co-CEO of Pendrell. Mr. McCaw shares voting and investment discretion with respect to the Class A common stock held of record by Pendrell. Mr. McCaw disclaims any beneficial ownership of any shares held by Pendrell. The address of Pendrell Corporation is 2300 Carillon Point, Kirkland, WA 98033-7445. Pendrell Corporation, through X-icity Holdings Corporation was the holder of all 5,333,333 Private Placement Warrants. X-icity Holdings Corporation originally acquired the Private Placement Warrants for $1.50 per warrant, or an aggregate purchase price of $8,000,000. The acquisition of warrants was part of the original offering described in Holicity’s final Prospectus dated August 4, 2020 and filed with the SEC (File No. 333-239926) on August 6, 2020. As a result of the redemption of the Private Placement Warrants, X-icity Holdings Corporation received 1,365,532 shares of Class A common stock in lieu of the redemption price of $0.10. |
(22) | Consists of 400,019 shares received July 1, 2021 and, based on the milestone assumptions, 753,716 Additional Shares to be received. The address of Benjamin Longmier is 1036 Los Trancos Rd., Portola Valley, CA 94028. |
(23) | Consists of 581,423 shares received July 1, 2021 and, based on the milestone assumptions, 1,095,517 Additional Shares to be received. The address of Michael Cassidy is 187 Seminary Drive, Menlo Park, CA 94025. |
(24) | Consists of 350,283 shares received July 1, 2021 and, based on the milestone assumptions, 660,003 shares of Additional Shares to be received. The address of Programmable Exchange LLC is 150 Spear Street, Suite 1800, San Francisco, CA 94105. |
(25) | Consists of 841,073 shares received July 1, 2021 and, based on the milestone assumptions, 1,584,750 Additional Shares to be received. The address of Reprogrammed Interchange LLC is 150 Spear Street, Suite 1800, San Francisco, CA 94105. |
(26) | Consists of 153,528 shares received July 1, 2021 and, based on the milestone assumptions, 289,277 Additional Shares to be received. The address of Venture Lending & Leasing VIII, LLC is 104 La Mesa, #102, Portola Valley, CA 94028. |
(27) | The address of Chris Kemp is 1900 Skyhawk Street, Alameda, CA 94501. |
(28) | The address of Adam London is 1900 Skyhawk Street, Alameda, CA 94501. On December 28, 2021, Mr. London completed the transfer by charitable gift of 700,000 shares of Class B common stock (the “Original Shares”) of the Company, resulting in the conversion of each share of Class B common stock into one (1) fully paid and nonassessable share of Class A common stock (the “New Shares”). As a condition to the transfer, the recipient of the New Shares was required to join the Investors’ Rights Agreement between the Company, the reporting person and the other parties thereto dated February 2, 2021, and the New Shares are subject to the restricted transfer provisions thereunder as if the New Shares were held by Mr. London. The recipient of the New Shares was not asked to be a Selling Securityholder under this prospectus. Should the recipient of the New Shares desire to be a Selling Securityholder under this prospectus, we will promptly file a prospectus supplement. |
(29) | The address of Martin Attiq is 1900 Skyhawk Street, Alameda, CA 94501. |
(30) | A/NPC Holdings LLC is a Delaware limited liability company (“A/NPC Holdings”). 61.24% of the interests of A/NPC Holdings are held by Newhouse Cable Holdings, LLC, a New York limited liability company (“Newhouse Cable”). The remaining 38.76% of the interests in A/NPC Holdings are held by Advance Communications Company LLC, a New York limited liability company (“Advance Communications Co.”), which is also the managing member of A/NPC Holdings. Newhouse Cable is a wholly-owned subsidiary of Newhouse Broadcasting Corporation, a New York corporation. Advance Communications Co. is an indirect wholly-owned subsidiary of Advance Publications, Inc., a New York corporation (“API”). All of the common shares in API are owned by Newhouse Family Holdings, L.P., a Delaware limited partnership (“NFH”). As a result of its ownership of all of the outstanding common shares of API, NFH has the power to elect the board of directors of API. Advance Long-Term Management Trust, a New Jersey trust (“Advance Long-Term Trust”), is the sole general partner of NFH. The trustees of Advance Long-Term Trust are Samuel I. Newhouse, III, Steven O. Newhouse, Michael A. Newhouse, Victor F. Ganzi and Thomas Summer. NFH, Advance Long-Term Trust and each trustee of Advance Long-Term Trust disclaim beneficial ownership of the shares of Class A Common Stock reported on this Registration Statement. The address of A/NPC Holdings LLC is One World Trade Center, New York, NY 10007-2915. |
(31) | The address of Sherpa Ventures Fund II, LP is 800 Market Street, Suite 800, San Francisco, CA 94102. |
(32) | The shares are held directly by Canaan X L.P. (the “Canaan Fund”). The sole general partner of the Canaan Fund is Canaan Partners X LLC (“Canaan X”), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan X, collectively. The address of Canaan X, L.P. is 285 Riverside Avenue, Westport, CT 06880. |
(33) | The address of OATV III, L.P. is 775 E. Blithedale Avenue, #568, Mill Valley, CA 94941. |
(34) | The address of Ethos Astra, LLC is 180 Montgomery Street, Suite 120, San Francisco, CA 94104. |
(35) | The address of Ethos Fund I, LP is 180 Montgomery Street, Suite 120, San Francisco, CA 94104. |
(36) | The address of Airbus Ventures Fund III, L.P. is 3000 Sand Hill Road, Building 1, Suite 120, Menlo Park, CA 94205. |
(37) | The address of Na’-Nuk Investment Fund, L.P. is 3800 Centerpoint Drive, #10000, Ankorage, AK 99503. |
Name |
Shares |
Aggregate Purchase Price |
Date of Issuance |
|||||||||
A/NPC Holdings LLC |
7,819,887 | $ | 10,377,225 | January 28, 2021 | ||||||||
Canaan X, L.P. |
2,151,738 | $ | 3,078,271 | January 28, 2021 | ||||||||
ACME Capital (1) |
584,964 | $ | 820,160 | January 28, 2021 | ||||||||
Pendrell Corporation (2) |
1,510,352 | $ | 9,999,995 | January 28, 2021 |
(1) | Mr. Stanford, a director of both Legacy Astra and the Company, is the co-founder of Acme, LLC and its affiliates. |
(2) | Mr. McCaw, the Chairman and co-Chief Executive Officer of Pendrell Corporation, became a member of the Board upon Closing. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the U.S.; |
• | persons that actually or constructively own five percent or more of our voting shares; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market |
• | persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | persons that receive shares upon the exercise of employee stock options or otherwise as compensation; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the U.S.; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the U.S., any state thereof or the District of Columbia; or |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
• | a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates); |
• | a foreign corporation or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the U.S. (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share or warrant; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the selling securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the selling securityholders. |
Page |
||||
F-2 |
||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-8 | ||||
F-9 |
• | Testing management’s process for determining the fair value of the contingent consideration, which required us to evaluate the reasonableness of management’s forecasts of future revenue by evaluating the revenue assumptions used in the valuation of the contingent consideration by comparing them against appropriate audit evidence. |
• | Performing a lookback analysis by weighing the available corroborative evidence and contradictory evidence, in subsequent periods, to assess management’s ability to forecast. |
• | Involving our valuation specialists in assessing the reasonableness of the selected valuation methodology, testing management’s process by reperforming the Monte Carlo simulation and performing sensitivity analyses for certain revenue assumptions used in the model. |
As Of December 31, |
||||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Trade accounts receivable |
||||||||
Inventories |
||||||||
Prepaid and other current assets |
||||||||
Total current assets |
||||||||
Non-current assets: |
||||||||
Property, plant and equipment, net |
||||||||
Right-of-use |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Other non-current assets |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Operating lease obligation, current portion |
||||||||
Accrued expenses and other current liabilities |
||||||||
Long-term debt, current portion |
||||||||
Long-term debt, current portion due to related parties |
||||||||
Total current liabilities |
||||||||
Non-current liabilities: |
||||||||
Long-term debt |
||||||||
Operating lease obligation, net of current portion |
||||||||
Other non-current liabilities |
||||||||
Total liabilities |
||||||||
Commitments and Contingencies (Note 12) |
||||||||
TEMPORARY EQUITY |
||||||||
Series A convertible preferred stock, $ |
||||||||
Series B convertible preferred stock, $ |
||||||||
Total temporary equity |
||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||
Founders convertible preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
Total liabilities, temporary equity and stockholders’ equity (deficit) |
$ | $ |
For The Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Operating expenses: |
||||||||||||
Research and development |
$ | $ | $ | |||||||||
Sales and marketing |
||||||||||||
General and administrative |
||||||||||||
Total operating loss |
( |
) | ( |
) | ( |
) | ||||||
Interest expense, net |
( |
) | ( |
) | ( |
) | ||||||
Other income, net |
||||||||||||
Loss on extinguishment of convertible notes |
( |
) | ||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
( |
) | ||||||||||
Loss before taxes |
( |
) | ( |
) | ( |
) | ||||||
Income tax benefit |
( |
) | ||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustment to redemption value on Convertible Preferred Stock |
( |
) | ||||||||||
Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Net loss per share: |
||||||||||||
Weighted average number of shares of Class A common stock outstanding — basic and diluted |
||||||||||||
Net loss per share of Class A common stock — basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average number of shares of Class B common stock outstanding — basic and diluted |
||||||||||||
Net loss per share of Class B common stock — basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
Temporary Equity |
Permanent Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Class A Common Stock ( New Astra) |
Class B Common Stock (New Astra) |
Founders Preferred Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018 (as previously reported) |
$ | $ | — | — | $ | — | — | $ | — | $ | — | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization |
( |
) | — | ( |
) | — | — | — | — | ( |
) | ( |
) | — | — | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018, effect of reverse recapitalization (refer to Note 3) |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible notes |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible notes attributable to related parties |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||
Cumulative effect adjustment due to adoption of ASU 2020-06 |
— | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) |
Temporary Equity |
Permanent Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Class A Common Stock ( New Astra) |
Class B Common Stock (New Astra) |
Founders Preferred Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | 1 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of Series C Convertible Preferred Stock, net of issuance costs |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock |
— | — | — | — | — | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock |
— | — | — | — | — | — | — | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||||||
Merger recapitalization- Class A |
( |
) | ( |
) | ( |
) | ( |
) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Merger recapitalization- Class B |
— | — | ( |
) | ( |
) | — | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||||
Private offering and merger financing, net of redemptions and equity issuance costs of $ |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock upon the acquisition of Apollo Fusion, Inc. |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock upon settlement of warrants |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock |
— | — | — | — | — | ( |
) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
— | $ | — | — | $ | — | $ | $ | — | $ | — | $ | $ | ( |
) | $ |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to cash flows used in operating activities |
||||||||||||
Stock-based compensation |
||||||||||||
Depreciation |
||||||||||||
Amortization of intangible assets |
||||||||||||
Inventory net realizable value write downs |
||||||||||||
Non-cash lease expense |
||||||||||||
Deferred income taxes (benefit) |
( |
) | ||||||||||
Gain on change in fair value of public and private placement of warrants |
( |
) | ||||||||||
Gain on forgiveness of PPP note |
( |
) | ||||||||||
Gain on change in fair value of contingent consideration |
( |
) | ||||||||||
Loss on extinguishment of convertible notes |
||||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
||||||||||||
Amortization of convertible note discounts |
||||||||||||
Amortization of convertible note discounts attributable to related parties |
||||||||||||
(Gain) loss on mark to market derivatives |
( |
) | ||||||||||
(Gain) loss on mark to market derivatives attributable to related parties |
( |
) | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Trade accounts receivable |
( |
) | ||||||||||
Inventories |
( |
) | ( |
) | ||||||||
Prepaid and other current assets |
( |
) | ( |
) | ||||||||
Other non-current assets |
( |
) | ||||||||||
Accounts payable |
( |
) | ||||||||||
Lease liabilities |
( |
) | ||||||||||
Accrued expenses and other current liabilities |
( |
) | ||||||||||
Other non-current liabilities |
( |
) | ( |
) | ||||||||
Net cash used in operating activities |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Cash flows from investing activities: |
||||||||||||
Acquisition of Apollo, net of cash acquired |
( |
) | ||||||||||
Acquisition of trademark |
( |
) | ||||||||||
Purchases of property, plant and equipment |
( |
) | ( |
) | ( |
) | ||||||
Net cash used in investing activities |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Cash flows from financing activities: |
||||||||||||
Settlement of public and private placement of warrants |
( |
) | ||||||||||
Proceeds from business combination and private offering, net of transaction costs of $ |
||||||||||||
Borrowings on Pendrell bridge loan |
||||||||||||
Repayment on Pendrell bridge loan |
( |
) | ||||||||||
Proceeds from issuance of Series C preferred stock |
||||||||||||
Issuance cost of Series C preferred stock |
( |
) | ||||||||||
Proceeds from issuance of convertible notes |
||||||||||||
Proceeds from issuance of convertible notes to related parties |
||||||||||||
Borrowings on term loans |
||||||||||||
Repayments on term loans |
( |
) | ( |
) | ||||||||
Borrowings on equipment advances |
||||||||||||
Repayments on equipment advances |
( |
) | ( |
) | ( |
) | ||||||
Borrowings on economic injury disaster loan |
||||||||||||
Repayments on economic injury disaster loan |
( |
) | ||||||||||
Borrowings on paycheck protection program loan |
||||||||||||
Proceeds from stock issued under equity plans |
||||||||||||
Proceeds from Employee Stock Purchase Plan |
||||||||||||
Net cash provided by financing activities |
$ | $ | $ | |||||||||
Net increase (decrease) in cash and cash equivalents |
$ | $ | $ | ( |
) | |||||||
Cash and cash equivalents at beginning of period |
||||||||||||
Cash and cash equivalents at end of period |
$ | $ | $ | |||||||||
Non-cash activities: |
||||||||||||
Conversion of Series A, Series B, Series C, and Founders’ convertible preferred into common stock |
$ | $ | $ | |||||||||
Assets acquired included in accounts payable and accrued expenses and other current liabilities |
||||||||||||
Public and private placement of warrants acquired as part of business combination |
||||||||||||
Conversion of public and private placement of warrants into Class A common stock |
||||||||||||
Change in redemption value of Convertible Preferred Stock |
||||||||||||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. |
||||||||||||
Fair value of contingent consideration provided upon acquisition of Apollo Fusion, Inc. |
||||||||||||
Kodiak Spaceport financing obligation |
||||||||||||
Supplemental disclosures of cash flow information: |
||||||||||||
Cash paid for interest |
$ | $ | $ |
• | the equity holders of pre-combination Astra hold the majority of voting rights in the Company; |
• | the board of directors of pre-combination Astra represent a majority of the members of the board of directors of the Company; |
• | the senior management of pre-combination Astra became the senior management of the Company; and |
• | the operations of pre-combination Astra comprise the ongoing operations of the Company. |
Asset Class |
Estimated useful life | |
Leasehold improvements |
||
Research and development equipment |
||
Production equipment |
||
Furniture and fixtures |
||
Computer and software |
Level |
1 |
Level |
2 |
Level |
3 |
Purchase Consideration (in thousands) |
As Reported September 30, 2021 |
Measurement Period Adjustment |
As Adjusted Value |
|||||||||
Cash paid for outstanding Apollo common stock and options |
$ | $ | — | $ | ||||||||
Fair value of Astra Class A common stock issued |
— | |||||||||||
Fair value of contingent consideration |
( |
) | ||||||||||
Total purchase consideration |
( |
) | ||||||||||
Less: cash acquired |
— | |||||||||||
Total purchase consideration, net of cash acquired |
$ | $ | ( |
) | $ |
(in thousands) |
As Reported September 30, 2021 |
Adoption of ASU 2021-08 |
Measurement Period Adjustment |
As Adjusted Estimated Values |
||||||||||||
Inventory |
$ | $ | — | $ | — | $ | ||||||||||
Prepaid and other current assets |
||||||||||||||||
Property, plant and equipment |
||||||||||||||||
Right of use assets |
||||||||||||||||
Goodwill |
( |
) | ||||||||||||||
Intangible assets |
( |
) | ||||||||||||||
Other non-current assets |
||||||||||||||||
Total assets acquired |
( |
) | ||||||||||||||
Accounts payable |
( |
) | ( |
) | ||||||||||||
Accrued expenses and other current liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
Operating lease obligation |
( |
) | ( |
) | ||||||||||||
Other non-current liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
Total liabilities assumed |
( |
) | ( |
) | ( |
) | ||||||||||
Fair value of net assets acquired |
$ | $ | $ | ( |
) | $ |
Fair Value |
Weighted-Average Amortization Periods |
|||||||
(in thousands) |
(in years) |
|||||||
Developed technology |
$ | |||||||
Customer contracts and related relationships |
||||||||
Order backlog |
||||||||
Tradename |
||||||||
Total identified intangible assets |
$ |
For The Year Ended December 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Pro forma net revenue |
$ | $ | ||||||
Pro forma net loss and net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) |
Common stock of Holicity |
||||
Holicity founder shares |
||||
Shares issued in PIPE |
||||
Business Combination and PIPE shares |
||||
Pre-combination Astra shares |
||||
Total shares of Class A common stock immediately after Business Combination |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Raw materials |
$ | $ | ||||||
Work in progress |
||||||||
Finished goods |
||||||||
Inventories |
$ | $ |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Construction in progress |
$ | $ | ||||||
Computer and software |
||||||||
Leasehold improvements |
||||||||
Research and development equipment |
||||||||
Production equipment |
||||||||
Furniture and fixtures |
||||||||
Kodiak Spaceport |
||||||||
Total property, plant and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Property, plant and equipment, net |
$ | $ |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Employee compensation and benefits |
$ | $ | ||||||
Contract liabilities |
||||||||
Construction in progress related accruals |
||||||||
Accrued expenses |
||||||||
Other (miscellaneous) |
||||||||
Accrued expenses and other current liabilities |
$ | $ |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Fair value of contingent consideration |
$ | $ | ||||||
Contract liabilities |
||||||||
Other (miscellaneous) |
||||||||
Other non-current liabilities |
$ | $ |
For The Year Ended December 31, |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Gain on change in fair value of public and private placement of warrants |
$ | $ | $ | |||||||||
Gain on forgiveness of PPP note |
||||||||||||
Gain on change in fair value of contingent consideration |
||||||||||||
Gain (loss) on mark to market derivatives |
( |
) | ||||||||||
Other (miscellaneous) |
||||||||||||
Other income, net |
$ | $ | $ |
in thousands |
||||
Balance as of December 31, 2020 |
$ | |||
Apollo Merger |
||||
Balance as of December 31, 2021 |
$ |
in thousands |
Carrying Amount |
Accumulated Amortization |
Net Book Value |
|||||||||
As of December 31, 2021: |
||||||||||||
Definite-lived intangible assets |
||||||||||||
Developed technology |
$ | $ | $ | |||||||||
Customer contracts and related relationship |
||||||||||||
Order backlog |
||||||||||||
Trade names |
||||||||||||
Intangible assets subject to amortization |
||||||||||||
Indefinite-lived intangible assets |
||||||||||||
Trademarks |
— | |||||||||||
Total |
$ | $ | $ |
in thousands |
Expected Amortization Expense |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total intangible assets |
$ |
As of |
||||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
in thousands |
Principal |
Unamortized Discount |
Principal |
Unamortized Discount |
||||||||||||
Term loan |
$ | $ | $ | $ | ||||||||||||
Equipment advances |
||||||||||||||||
Paycheck Protection Program note |
||||||||||||||||
Convertible notes |
||||||||||||||||
Total debt |
||||||||||||||||
Less: debt discount |
( |
) | ||||||||||||||
Less: current portion |
( |
) | ||||||||||||||
Total long-term debt book value, net |
$ | $ |
in thousands |
Principal |
|||
Term Loan |
$ | |||
Equipment Advances – January 31, 2019 Issuance |
||||
Equipment Advances – April 29, 2019 Issuance |
||||
Equipment Advances – June 27, 2019 Issuance |
||||
Total |
$ |
Embedded Derivative in Convertible Notes |
||||||||
in thousands |
2021 |
2020 |
||||||
Balance – December 31 |
$ | $ | ||||||
Additions |
||||||||
Measurement adjustments |
( |
) | ||||||
Balance – December 31 |
$ | $ |
At Issuance |
June 2019 Convertible Notes |
October 2019 Convertible Notes |
Q4 2020 Convertible Notes |
|||||||||
Preferred stock value |
$ | $ | $ | |||||||||
Risk free rates |
% | % | % | |||||||||
Risk-adjusted discount rate |
% | % | % | |||||||||
Additional discount factor |
% | % | % | |||||||||
Preferred volatility |
% | % | % |
As of December 31, 2020 |
||||||||||||||||
Effective Conversion Price |
Fair Value of Series B Preferred Stock |
Number of Shares upon Conversion (pre-combination) |
BCF in thousands |
|||||||||||||
October 29, 2020 |
$ | $ | $ | |||||||||||||
November 12, 2020 |
||||||||||||||||
November 16, 2020 |
||||||||||||||||
November 19, 2020 |
||||||||||||||||
December 1, 2020 |
||||||||||||||||
December 11, 2020 |
||||||||||||||||
Total |
$ |
Maturity Date of June 10, 2021 |
||||||||
in thousands |
Principal |
Interest Rate |
||||||
June 10, 2019 |
$ | % | ||||||
June 12, 2019 |
% | |||||||
June 13, 2019 |
% | |||||||
July 19, 2019 |
% | |||||||
July 25, 2019 |
% | |||||||
Total |
$ |
Maturity Date of October 01, 2021 |
||||||||
in thousands |
Principal |
Interest Rate |
||||||
October 1, 2019 |
$ | % | ||||||
February 6, 2020 |
% | |||||||
February 12, 2020 |
% | |||||||
February 28, 2020 |
% | |||||||
October 29, 2020 |
% | |||||||
November 12, 2020 |
% | |||||||
November 16, 2020 |
% | |||||||
November 19, 2020 |
% | |||||||
December 1. 2020 |
% | |||||||
December 11, 2020 |
% | |||||||
Total |
$ |
As of December 31, |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Domestic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Foreign |
||||||||||||
Loss before income taxes |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
U.S. federal provision at statutory rate |
% | % | % | |||||||||
Tax credits |
||||||||||||
Non-deductible executive compensation |
( |
) | ||||||||||
Stock-based compensation |
( |
) | ||||||||||
Convertible notes |
( |
) | ( |
) | ||||||||
Fair value adjustment |
||||||||||||
Change in valuation allowance |
( |
) | ( |
) | ( |
) | ||||||
Other |
( |
) | ( |
) | ( |
) | ||||||
Effective tax rate |
% | % | % |
As of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Deferred tax assets: |
||||||||
Net operating loss carry forward |
$ | $ | ||||||
Tax credits |
||||||||
Stock-based compensation |
||||||||
Operating lease liabilities |
||||||||
Intangibles |
||||||||
Accruals and reserves |
||||||||
Total deferred tax assets |
||||||||
Deferred tax liabilities: |
||||||||
Fixed assets |
( |
) | ( |
) | ||||
Right-of-use |
( |
) | ||||||
Intangible assets |
( |
) | ||||||
Total deferred tax liabilities |
( |
) | ( |
) | ||||
Net deferred tax assets before valuation allowance |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Net deferred tax assets (liabilities) |
$ | $ |
Year Ended December 31 |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Unrecognized tax benefits as of the beginning of the year |
$ | $ | $ | |||||||||
Increases related to prior year tax provisions (acquisition) |
||||||||||||
Decrease related to prior year tax provisions |
( |
) | ||||||||||
Increase related to current year tax provisions |
||||||||||||
Statute lapse |
||||||||||||
Unrecognized tax benefits as of the end of the year |
$ | $ | $ |
in thousands |
For the Year Ended December 31, 2021 |
|||
Operating lease costs |
$ | |||
Finance lease costs: |
||||
Amortization of right-of-use |
||||
Interest on lease liabilities |
||||
Short-term lease costs |
||||
Variable lease costs |
||||
Sublease income |
||||
Total lease costs |
$ |
For the Year Ended December 31, 2021 |
||||
Cash paid for amounts included in the measurements of lease liabilities: |
||||
Operating cash inflows/(outflows) from operating leases |
$ | ( |
) | |
Operating cash inflows/(outflows) from finance leases |
||||
Financing cash inflows/(outflows) from finance leases |
||||
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use |
||||
Operating leases |
$ | |||
Finance leases |
Year Ended December 31, |
Operating Leases |
Finance Leases |
||||||
2022 |
$ | $ | ||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
Thereafter |
||||||||
Total future undiscounted minimum lease payments |
$ | $ | ||||||
Less: imputed Interest |
||||||||
Total reported lease liability |
$ | $ |
Year Ended December 31, |
Minimum Lease Commitment |
|||
(in thousands) | ||||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
Total |
$ |
Description |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market account |
$ | $ | $ | $ | ||||||||||||
Total financial assets |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Contingent consideration |
$ | $ | $ | $ | ||||||||||||
Total financial liabilities |
$ | $ | $ | $ |
in thousands |
Contingent Consideration |
|||
Fair value as of January 1, 2021 |
$ | |||
Recognition of contingent consideration liability upon acquisition |
||||
Gain on change in fair value included in other income, net |
||||
Fair value as of December 31, 2021 |
$ |
Contingent Consideration |
||||
Risk-free interest rate |
% | |||
Expected revenue volatility |
% | |||
Revenue discount rate |
% | |||
Discount rate |
% |
Series |
Shares Outstanding (pre-combination Astra) |
Liquidation Price Per Share |
Conversion Price Per Share |
Annual Noncumulative Dividend Rights Per Share |
||||||||||||
A |
$ | $ | $ | |||||||||||||
B |
||||||||||||||||
C |
||||||||||||||||
Total |
For The Year Ended December 31, |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Research and development |
$ | $ | $ | |||||||||
Sales and marketing |
||||||||||||
General and administrative |
||||||||||||
Stock-based compensation expense |
$ | $ | $ |
Merger Transaction |
Remaining Private |
|||||||
Time to event (in years) (1) |
||||||||
Scenario probability (2) |
% | % | ||||||
Discount for lack of marketability (3) |
% | % | ||||||
Market value per share (4) |
$ | $ | ||||||
Grant-date fair value |
$ | $ |
(1) | The time to event represents the estimated length of time to a merger or liquidation event. |
(2) | Scenario probability was estimated based on the Company’s merger or liquidation event assumptions on the valuation date. |
(3) | Discount for lack of marketability related to the merger transaction scenario was utilized to account for industry-standard lock period of founders and existing employees. Benchmark study approach and securities-based approaches are utilized to estimate the discount for lack of marketability for the remaining private scenario. |
(4) | The Company has assumed the cash purchase price for Series C preferred stock of $ |
No. of Options |
Weighted- Average Exercise Price |
Weighted- Average Remaining Term (in Years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding — December 31, 2020 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Forfeited |
( |
) | — | |||||||||||||
Expired |
( |
) | — | |||||||||||||
Outstanding — December 31, 2021 |
$ | $ | ||||||||||||||
Unvested — December 31, 2021 |
||||||||||||||||
Exercisable — December 31, 2021 |
Time Based Options |
Performance Based Stock Options | |||||||||
2021 |
2020 |
2019 |
2021 | |||||||
Expected terms (years) (1) |
||||||||||
Expected volatility (2) |
% | |||||||||
Risk-free interest rate (3) |
% | |||||||||
Expected dividend rate (4) |
||||||||||
Grant-date fair value |
$ | $ |
$ |
$ |
(1) | The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. |
(2) | Expected volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. |
(3) | Risk-free interest was obtained from US treasury notes for the expected terms noted as of the valuation date. |
(4) | The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. |
Number of RSUs Outstanding |
Weighted-Average Grant Date Fair Value Per Share |
|||||||
Outstanding — December 31, 2020 |
— | $ | ||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Outstanding — December 31, 2021 |
$ |
For The Year Ended December 31, |
||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
(in thousands, except share and per share amounts) |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
||||||||||||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Adjustment to redemption value on Convertible Preferred Stock |
( |
) | ( |
) | ||||||||||||||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Basic weighted average common shares outstanding |
||||||||||||||||||||||||
Dilutive weighted average common shares outstanding |
||||||||||||||||||||||||
Loss per share attributable to common stockholders: |
||||||||||||||||||||||||
Basic and Diluted loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
As of December 31, |
||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
Class A Common |
Class B Common |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
|||||||||||||||||||
Stock options |
||||||||||||||||||||||||
RSUs |
||||||||||||||||||||||||
Convertible Preferred Stock |
||||||||||||||||||||||||
Warrants |
||||||||||||||||||||||||
RSAs |
||||||||||||||||||||||||
Total |
Item 13. |
Other Expenses of Issuance and Distribution. |
Securities and Exchange Commission registration fee |
$ | 273,398.08 | ||
Accounting fees and expenses |
* | |||
Legal fees and expenses |
* | |||
Financial printing and miscellaneous expenses |
* | |||
Total |
$ | * |
* | Estimates not currently known |
10.11+ | First Amendment to Employment Agreement of Kelyn Brannon dated September 1, 2021. | 8-K |
001-39426 |
10.3 | September 7, 2021 | |||||||||||||
10.12+ | First Amendment to Employment Agreement of Martin Attiq dated September 1, 2021. | 8-K |
001-39426 |
10.4 | September 7, 2021 | |||||||||||||
10.13+ | Employment Agreement of Benjamin Lyon dated September 1, 2021. | 8-K |
001-39426 |
10.5 | September 7, 2021 | |||||||||||||
10.14+ | Form of Performance Stock Option Award Agreement. | 8-K |
001-39426 |
10.1 | September 22, 2021 | |||||||||||||
10.15 | Investors’ Rights Agreement, dated February 2, 2020, by and among Holicity, Inc. Astra Space, Inc. and certain of its stockholders | S-4 |
333-255703 |
10.3 | May 3, 2021 | |||||||||||||
16.1 | Letter of WithumSmith+Brown PC to the SEC dated June 30, 2021 | 8-K | 001-39426 | 16.1 | June 30, 2021 | |||||||||||||
16.2 | Letter of Grant Thornton LLP to the SEC dated March 23, 2022 | 8-K | 001-39426 | 16.1 | March 23, 2022 | |||||||||||||
16.3 * |
Letter of Grant Thornton LLP to the SEC dated May 5, 2022 | |||||||||||||||||
21.1 | Subsidiaries of Registrant | 10-K |
001-39426 |
21.1 | March 31, 2022 | |||||||||||||
23.1* | Consent of Grant Thornton LLP | |||||||||||||||||
24.1* | Power of Attorney (included on signature page of the initial filing of this Registration Statement) | |||||||||||||||||
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | Furnished herewith. |
+ | Indicates a management contract or compensatory plan, contract or arrangement in which directors or executive officers participate. |
Item 17. |
Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Astra Space, Inc. | ||
By: | /s/ Chris Kemp | |
Name: | Chris Kemp | |
Title: | Chief Executive Officer |
Signature |
Position |
Date | ||
/s/ Chris Kemp Chris Kemp |
Chief Executive Officer, President and Chairman of the Board |
May 5, 2022 | ||
/s/ Adam London Adam London |
Chief Technology Officer and Director |
May 5, 2022 | ||
/s/ Kelyn Brannon Kelyn Brannon |
Chief Financial Officer |
May 5, 2022 | ||
/s/ Michèle A. Flournoy Michèle A. Flournoy |
Director |
May 5, 2022 | ||
/s/ Michael Lehman Michael Lehman |
Director |
May 5, 2022 | ||
/s/ Craig O. McCaw Craig O. McCaw |
Director |
May 5, 2022 | ||
/s/ Lisa Nelson Lisa Nelson |
Director |
May 5, 2022 | ||
/s/ Scott Stanford Scott Stanford |
Director |
May 5, 2022 |