Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

ASTRA SPACE, INC.

(Name of Issuer)

Class B Common Stock, par value $0.0001

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

Astra Space, Inc.

1900 Skyhawk Street

Alameda, CA 94501

(866) 278-7217

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2021

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. Not Applicable				Page 2 of 5 Pages

 

1.		NAME OF REPORTING PERSON   Adam London
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS     OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     29,143,555
				8.		SHARED VOTING POWER
				9.		SOLE DISPOSITIVE POWER     29,143,555
				10.		SHARED DISPOSITIVE POWER

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     29,143,555
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     51.8%*
14.		TYPE OF REPORTING PERSON     IN

 

*	Represents the percentage ownership based on 56,239,188 shares of Class B common stock of Astra Space, Inc. outstanding as of June 30, 2021 as reported in the Current Report on Form 8-K filed on June 30, 2021.

CUSIP No. Not Applicable				Page 3 of 5 Pages

SCHEDULE 13D

 

Item 1.

Security and Issuer.

This Statement on Schedule 13D (this Schedule 13D) relates to Class B common stock, par value $0.0001 per share (the Class B Common Stock), of Astra Space, Inc. (the Issuer), the principal executive offices of which are located at 1900 Skyhawk Street Alameda, CA 94501.

Prior to the Business Combination (as defined below), the Issuer was known as Holicity Inc., a Delaware corporation (Holicity).

 

Item 2.

Identity and Background.

(a) This Schedule 13D is filed on behalf of Mr. Adam London (the Reporting Person).

(b) The principal business address of the Reporting Person is 1900 Skyhawk Street Alameda, CA 9450.

(c) The present principal occupation of the Reporting Person is Director and Chief Technology Officer of the Issuer.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

The Reporting Person is deemed to beneficially own 29,143,555 shares of Class B Common Stock of the Issuer as reflected in this Schedule 13D.

Item 4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting Person. Pursuant to the Merger Agreement, upon consummation of the Business Combination, the shares of Class B common stock of Astra Space, Inc., a Delaware corporation (Legacy Astra) beneficially owned by the Reporting Person were automatically converted into shares of Class B Common Stock of the Issuer.

 

Item 4.

Purpose of Transaction.

On June 30, 2021 (the Closing Date), the Issuer consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of February 2, 2021 (as amended and/or restated from time to time , the Merger Agreement), by and among the Issuer, Holicity Merger Sub, Inc., a newly-formed Delaware corporation (Merger Sub), and Legacy Astra. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Astra, with Legacy Astra surviving the merger as a wholly owned subsidiary of the Issuer (the Business Combination). As a result of the Business Combination, Legacy Astra became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Astra becoming stockholders of the Issuer and each outstanding share of common stock and preferred stock of Legacy Astra was cancelled and extinguished and collectively converted into the right to receive shares of common stock of the Issuer in accordance with the Merger Agreement. Upon the consummation of the Business Combination, Holicity changed its name to Astra Space, Inc..

CUSIP No. Not Applicable				Page 4 of 5 Pages

As a result of the Business Combination, the Reporting Person received 29,143,555 shares of Class B Common Stock.

In connection with the Merger Agreement, certain of the Legacy Astra stockholders entered into an Investors Rights Agreement with the Issuer (the Investors Rights Agreement), pursuant to which the stockholders, including the Reporting Person, have agreed, subject to certain exceptions, not to dispose of or hedge any shares of Class B Common Stock or securities convertible into or exchangeable for shares of Class B Common Stock of the Issuer received in connection with the transactions contemplated by the Merger Agreement during the period from the Closing Date continuing through the earliest of: (i) the date that is one year from the Closing Date, (ii) the last trading day when the last reported sale price of the Class B Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, or (iii) such date on which the Issuer completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Issuers stockholders having the right to exchange their shares of Class B Common Stock for cash, securities or other property.

The foregoing description of the Investors Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to the Schedule 13D and is incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

(a) and (b)

Items 7-11 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c) Except as described in Item 4, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Common Stock.

(d) None.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Mr. London will be entitled to receive compensation and other benefits as an employee of the Issuer. In such capacity, he may also be granted equity awards with respect to the Class B Common Stock from time to time.

Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Material to be Filed as Exhibits.

 

99.1		Form of Investors Rights Agreement from certain of Legacy Astra stockholders, officers and directors (incorporated by reference to Exhibit 10.2 of the Issuers Current Report on Form 8-K (filed with the SEC on February 02, 2021)).
99.2		Power of Attorney regarding filings under the Act.

				Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 12, 2021				ADAM LONDON
				By:		*
						Adam London
				By:				/s/ Christopher Ricci
								Christopher Ricci
								As attorney-in-fact

* This Schedule 13D was executed by Christopher Ricci on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 99.2