SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Karkar Andrei (Last) (First) (Middle) 323 MARINA BOULEVARD (Street) SAN FRANCISCO CA 94123 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/07/2024	3. Issuer Name and Ticker or Trading Symbol Astra Space, Inc. [ ASTR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Secured Convertible Notes due 2025	(2)	11/13/2025(3)	Class A Common Stock	1,237,624(4)	$0.808(5)	I	See Footnote(1)
Warrants	(6)	03/07/2029	Class A Common Stock	433,168(7)	$0.808(8)	I	See Footnote(1)

1. Name and Address of Reporting Person* Karkar Andrei (Last) (First) (Middle) 323 MARINA BOULEVARD (Street) SAN FRANCISCO CA 94123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* ERAS Capital LLC (Last) (First) (Middle) 323 MARINA BOULEVARD (Street) SAN FRANCISCO CA 94123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. 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.

2. 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).

3. 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.

4. 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.

5. 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.

6. The warrants are immediately convertible at the option of the Reporting Person subject to certain limitations, as described in Footnote (7).

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.

8. 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).

Remarks:

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	03/18/2024
	ERAS Capital, LLC, /s/ Andrei Karkar Chief Executive Officer	03/18/2024
	** Signature of Reporting Person	Date
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