0001213900-24-062990.txt : 20240719 0001213900-24-062990.hdr.sgml : 20240719 20240719160129 ACCESSION NUMBER: 0001213900-24-062990 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240718 FILED AS OF DATE: 20240719 DATE AS OF CHANGE: 20240719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Karkar Andrei CENTRAL INDEX KEY: 0001874431 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 241127800 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 241127801 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 4 1 ownership.xml X0508 4 2024-07-18 1 0001814329 Astra Space, Inc. ASTR 0001881973 ERAS Capital LLC 323 MARINA BOULEVARD SAN FRANCISCO CA 94123 0 0 0 1 See Remarks 0001874431 Karkar Andrei 323 MARINA BOULEVARD SAN FRANCISCO CA 94123 0 0 0 1 See Remarks 0 Class A Common Stock 2024-07-18 4 J 0 1 0.50 D 0 I See footnote Convertible Notes 0.808 2024-07-18 4 J 0 1000000 1000000 D 2024-03-07 2025-11-13 Class A Common Stock 1237624 0 I See footnote Warrants 0.808 2024-07-18 4 J 0 433168 0.125 D 2024-03-07 2029-03-07 Class A Common Stock 433168 0 I See footnote On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger and pursuant to the Merger Agreement, such share of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") was automatically canceled and converted into the right to receive $0.50 per share in cash, without interest. Held of record by ERAS Capital, LLC. Mr. Karkar is the sole member of ERAS Capital, LLC and thus may have been deemed to beneficially own the securities held of record by ERAS Capital, LLC. ERAS Capital, LLC has the same address as Mr. Karkar. On March 7, 2024, the Reporting Persons purchased convertible notes, aggregate principal amount $1,000,000, from the issuer (the "Convertible Notes") at an initial conversion price of $0.808 per share and accrued interest payable in kind. Upon consummation of the Merger and pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, such Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share of Parent (the "Parent Series A Preferred Stock") at a price per share of $0.404 per share. On March 7, 2024, the Reporting Person purchased 433,168 warrants from the Issuer at a price of $0.125 per warrant. Each warrant was immediately exercisable on a one-to-one basis for Class A Common Stock at a price of $0.808 per share. Pursuant to a warrant exchange agreement entered into, and in connection with, the Merger, such warrants were converted into warrants to purchase shares of Parent Series A Preferred Stock at a price of $0.404 per share. The Reporting Person, 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 Person expressly disclaims beneficial ownership over the shares beneficially owned by the Selected Investors. ERAS Capital, LLC By: /s/ Andrei Karkar Chief Executive Officer 2024-07-19 /s/ Andrei Karkar 2024-07-19