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