0001209191-23-056607.txt : 20231124 0001209191-23-056607.hdr.sgml : 20231124 20231124192547 ACCESSION NUMBER: 0001209191-23-056607 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231121 FILED AS OF DATE: 20231124 DATE AS OF CHANGE: 20231124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SherpaVentures Fund II, LP CENTRAL INDEX KEY: 0001640276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 231437199 BUSINESS ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415 805 8500 MAIL ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SherpaVentures Fund II GP, LLC CENTRAL INDEX KEY: 0001640277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39426 FILM NUMBER: 231437198 BUSINESS ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415 805 8500 MAIL ADDRESS: STREET 1: 505 HOWARD STREET, SUITE 201 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Astra Space, Inc. CENTRAL INDEX KEY: 0001814329 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] 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 doc4.xml FORM 4 SUBMISSION X0508 4 2023-11-21 0 0001814329 Astra Space, Inc. ASTR 0001640276 SherpaVentures Fund II, LP 505 HOWARD STREET, SUITE 201 SAN FRANCISCO CA 94105 1 0 1 0 0001640277 SherpaVentures Fund II GP, LLC 505 HOWARD STREET, SUITE 201 SAN FRANCISCO CA 94105 1 0 1 0 0 Senior Secured Convertible Notes due 2025 0.808 2023-11-21 4 A 0 5127490.00 A 2025-11-15 Class A Common Stock 6345903 5127490.00 D 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. 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. The Issuer has agreed to seek stockholder approval to remove these limitations. On November 21, 2023, the Issuer, the Issuer's subsidiaries and certain holders (the "Bridge Investors") of non-convertible promissory notes (the "Existing Notes"), including ACME Fund II, agreed to amend and modify the terms of the Existing Notes in their entirety, to among other things provide for the convertibility of the notes as described in Footnote (1), in exchange for the Issuer's reimbursement of a premium (including accrued interest from November 6, 2023) paid by the holders of the Existing Notes in connection with their purchase of certain of the Existing Notes from the Issuer's senior secured creditor on November 6, 2023, which amount was capitalized and added to the outstanding principal amount of the Convertible Notes. 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 and may be deemed to beneficially own the securities held by ACME Fund II. ACME GP II disclaims beneficial ownership in these securities except to the extent of its pecuniary interest therein. Scott Stanford is the manager of ACME GP II and exercises voting and dispositive control over the securities held by ACME Fund II. Mr. Stanford is a director of the Issuer and files separate Section 16 reports. SherpaVentures Fund II, LP, By: SherpaVentures Fund II GP, LLC, its General Partner, By /s/ Scott Stanford, Manager 2023-11-24 SherpaVentures Fund II GP, LLC, By /s/ Scott Stanford, Manager 2023-11-24