0001415889-24-019350.txt : 20240708 0001415889-24-019350.hdr.sgml : 20240708 20240708163929 ACCESSION NUMBER: 0001415889-24-019350 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240703 FILED AS OF DATE: 20240708 DATE AS OF CHANGE: 20240708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stanford Scott CENTRAL INDEX KEY: 0001866544 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 241105332 MAIL ADDRESS: STREET 1: C/O PERSONALIZED BEAUTY DISCOVERY, INC. STREET 2: 201 BALDWIN AVENUE CITY: SAN MATEO STATE: CA ZIP: 94401 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 form4-07082024_080725.xml X0508 4 2024-07-03 0001814329 Astra Space, Inc. ASTR 0001866544 Stanford Scott C/O ASTRA SPACE, INC. 1900 SKYHAWK STREET ALAMEDA CA 94501 true false true false 0 Senior Secured Convertible Notes due 2025 0.808 2024-07-03 4 A 0 500000 500000 A 2025-11-15 Class A Common Stock 618811 5904545 I By SherpaVentures Fund II, LP Warrant 0.808 2024-07-03 4 A 0 216584 0.808 A 2029-07-03 Class A Common Stock 216584 2429352 I By SherpaVentures Fund II, LP ACME Fund II (as defined below) may, at its 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 Convertible Notes are immediately convertible at the option of ACME Fund II, 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 purchased on July 3, 2024. 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, and upon the occurrence of certain Fundamental Changes (as defined in the Convertible Notes). ACME Fund II's 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. Includes accrued interest, payable in kind as of May 1, 2024, on the Convertible Notes purchased by ACME Fund II on November 21, 2023 (such purchase having been reported on the Reporting Person's Form 4 filed on November 24, 2023). To the extent additional interest has accrued on such Convertible Notes after May 1, 2024, such additional interest is not included in this figure. These securities are held by SherpaVentures Fund II, LP ("ACME Fund II"). SherpaVentures Fund II GP, LLC ("ACME GP II") is the general partner of ACME Fund II. The Reporting Person is the manager of ACME GP II and exercises voting and dispositive control over the securities held by ACME Fund II. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Immediately exercisable. /s/ Scott Stanford 2024-07-08