0001209191-23-056609.txt : 20231124
0001209191-23-056609.hdr.sgml : 20231124
20231124192744
ACCESSION NUMBER: 0001209191-23-056609
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231121
FILED AS OF DATE: 20231124
DATE AS OF CHANGE: 20231124
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stanford Scott
CENTRAL INDEX KEY: 0001866544
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39426
FILM NUMBER: 231437200
MAIL ADDRESS:
STREET 1: C/O PERSONALIZED BEAUTY DISCOVERY, INC.
STREET 2: 201 BALDWIN AVENUE
CITY: SAN MATEO
STATE: CA
ZIP: 94401
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Astra Space, Inc.
CENTRAL INDEX KEY: 0001814329
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 141916687
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1900 SKYHAWK STREET
CITY: ALAMEDA
STATE: CA
ZIP: 94501
BUSINESS PHONE: (866) 278-7217
MAIL ADDRESS:
STREET 1: 1900 SKYHAWK STREET
CITY: ALAMEDA
STATE: CA
ZIP: 94501
FORMER COMPANY:
FORMER CONFORMED NAME: Holicity Inc.
DATE OF NAME CHANGE: 20200608
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-11-21
0
0001814329
Astra Space, Inc.
ASTR
0001866544
Stanford Scott
C/O ASTRA SPACE, INC.
1900 SKYHAWK STREET
ALAMEDA
CA
94501
1
0
1
0
0
Senior Secured Convertible Notes due 2025
0.808
2023-11-21
4
A
0
5127490.00
A
2025-11-15
Class A Common Stock
6345903
5127490.00
I
By SherpaVentures Fund II, LP
ACME Fund II (as defined below) may, at its option, prior to maturity, convert all or any portion of the outstanding amount of Senior Secured Convertible Notes due 2025 (the "Convertible Notes"), including accrued paid in kind interest thereon, subject to certain limitations, into shares of Class A Common Stock, at an initial conversion rate of 1,237.6238 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.808 per share of Class A Common Stock. The conversion rate is subject to adjustment in accordance with the terms of the Convertible Notes and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions.
The Convertible Notes are immediately convertible at the option of ACME Fund II, subject to certain limitations, as described in Footnote (4).
The Convertible Notes mature on November 15, 2025 (the "Maturity Date"), provided that the Maturity Date may be extended upon the written agreement of the Issuer and the holders of the Convertible Notes.
Represents the maximum number of shares of Class A Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes. The number of shares issuable upon conversion of the Convertible Notes is subject to increase in connection with the accrual of interest, which is payable in kind, and upon the occurrence of certain Fundamental Changes (as defined in the Convertible Notes). ACME Fund II's ability to convert the Convertible Notes to shares of Class A Common Stock is initially subject to certain limitations, in accordance with rules of the Nasdaq Capital Market. The Issuer has agreed to seek stockholder approval to remove these limitations.
On November 21, 2023, the Issuer, the Issuer's subsidiaries and certain holders (the "Bridge Investors") of non-convertible promissory notes (the "Existing Notes"), including ACME Fund II, agreed to amend and modify the terms of the Existing Notes in their entirety, to among other things provide for the convertibility of the notes as described in Footnote (1), in exchange for the Issuer's reimbursement of a premium (including accrued interest from November 6, 2023) paid by the holders of the Existing Notes in connection with their purchase of certain of the Existing Notes from the Issuer's senior secured creditor on November 6, 2023, which amount was capitalized and added to the outstanding principal amount of the Convertible Notes.
These securities are held by SherpaVentures Fund II, LP ("ACME Fund II"). SherpaVentures Fund II GP, LLC ("ACME GP II") is the general partner of ACME Fund II. The Reporting Person is the manager of ACME GP II and exercises voting and dispositive control over the securities held by ACME Fund II. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Scott Stanford
2023-11-24