0001213900-24-062991.txt : 20240719
0001213900-24-062991.hdr.sgml : 20240719
20240719160131
ACCESSION NUMBER: 0001213900-24-062991
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: Gall Ulrich
CENTRAL INDEX KEY: 0002015601
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39426
FILM NUMBER: 241127804
MAIL ADDRESS:
STREET 1: SEEBROOKSBERG 2
CITY: SCHWENTINENTAL
STATE: 2M
ZIP: 24222
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
0002015601
Gall Ulrich
SEEBROOKSBERG 2
SCHWENTINENTAL
2M
24222
GERMANY
0
0
0
1
See Remarks
0
Class A Common Stock
2024-07-18
4
J
0
2667
0.50
D
0
D
Convertible Notes
0.808
2024-07-18
4
J
0
200000
200000
D
2024-03-07
2025-11-13
Class A Common Stock
247525
0
D
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 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") were automatically canceled and converted into the right to receive $0.50 per share in cash, without interest.
On March 8, 2024, the Reporting Person purchased convertible notes, aggregate principal amount $200,000, 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 at a price per share 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 ERAS Capital LLC (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.
/s/ Ulrich Gall
2024-07-19