0001213900-24-023480.txt : 20240318 0001213900-24-023480.hdr.sgml : 20240318 20240318160425 ACCESSION NUMBER: 0001213900-24-023480 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240307 FILED AS OF DATE: 20240318 DATE AS OF CHANGE: 20240318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Karkar Andrei CENTRAL INDEX KEY: 0001874431 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 24758958 MAIL ADDRESS: STREET 1: 323 MARINA BOULEVARD CITY: SAN FRANCISCO STATE: CA ZIP: 94123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ERAS Capital LLC CENTRAL INDEX KEY: 0001881973 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 24758957 BUSINESS ADDRESS: STREET 1: 323 MARINA BOULEVARD CITY: SAN FRANCISCO STATE: CA ZIP: 94123 BUSINESS PHONE: 415-567-0509 MAIL ADDRESS: STREET 1: 323 MARINA BOULEVARD CITY: SAN FRANCISCO STATE: CA ZIP: 94123 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Astra Space, Inc. CENTRAL INDEX KEY: 0001814329 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 141916687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1900 SKYHAWK STREET CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: (866) 278-7217 MAIL ADDRESS: STREET 1: 1900 SKYHAWK STREET CITY: ALAMEDA STATE: CA ZIP: 94501 FORMER COMPANY: FORMER CONFORMED NAME: Holicity Inc. DATE OF NAME CHANGE: 20200608 3 1 ownership.xml X0206 3 2024-03-07 0 0001814329 Astra Space, Inc. ASTR 0001874431 Karkar Andrei 323 MARINA BOULEVARD SAN FRANCISCO CA 94123 0 0 0 1 See Remarks 0001881973 ERAS Capital LLC 323 MARINA BOULEVARD SAN FRANCISCO CA 94123 0 0 0 1 See Remarks Class A Common Stock 1 I See Footnote Senior Secured Convertible Notes due 2025 0.808 2025-11-13 Class A Common Stock 1237624 I See Footnote Warrants 0.808 2029-03-07 Class A Common Stock 433168 I See Footnote Held of record by ERAS Capital, LLC. Mr. Karkar is the sole member of ERAS Capital, LLC and thus may be deemed to beneficially own the securities held of record by ERAS Capital, LLC. ERAS Capital, LLC has the same address as Mr. Karkar. The Convertible Notes (as defined below) are immediately convertible at the option of the Reporting Persons 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 (such interest accrued since issuance having been excluded from this figure), and upon the occurrence of certain Fundamental Changes (as defined in the Convertible Notes). The Reporting Persona' 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, as well as other beneficial ownership limitations in accordance with the terms of the Convertible Notes. The Reporting Persons may, at their 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 warrants are immediately convertible at the option of the Reporting Person subject to certain limitations, as described in Footnote (7). The Reporting Persons' ability to convert the warrants to shares of Class A Common Stock is initially subject to certain limitations, in accordance with the rules of the Nasdaq Capital Market, as well as other beneficial ownership limitations in accordance with the terms of the warrants. The Reporting Persons purchased 433,168 warrants from the Issuer at a price of $0.125 per warrant. Each warrant is immediately exercisable on a one-to-one basis for Class A Common Stock at a price of $0.808 per share, subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions, and subject to certain beneficial ownership limitations as described in Footnote (7). The Reporting Persons, together with Adam London, Chris Kemp, Chris Kemp Living Trust dated February 10, 2021, SherpaVentures Fund II, LP, SherpaVentures Fund II GP, LLC, Eagle Creek Capital, LLC, Scott Stanford, Astera Institute, RBH Ventures Astra SPV, LLC, JMCM Holdings LLC, Baldo Fodera, Alexander Morcos, MH Orbit LLC and Ulrich Gall (the "Selected Investors") may comprise a group within the meaning of Section 13(d)(3) of the Exchange Act that collectively beneficially owns greater than 10% of the registered securities of the Issuer. The Reporting Persons expressly disclaim beneficial ownership over the shares beneficially owned by the Selected Investors. /s/ Andrei Karkar 2024-03-18 ERAS Capital, LLC, /s/ Andrei Karkar Chief Executive Officer 2024-03-18