10-Q

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2022, the registrant had 208,614,084 shares of Class A common stock, $0.0001 par value per share, outstanding and 55,539,188 shares of Class B common stock, $0.0001 par value per share, outstanding.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three Months Ended March 31, 2022

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Three Months Ended March 31, 2021

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies

Description of Business

Astra Space, Inc. designs, tests, manufactures and operates the next generation of launch services and space services and products that it expects to enable a new generation of global communications, earth observation, precision weather monitoring, navigation, and surveillance capabilities. Astra Space, Inc.'s mission is to Improve Life on Earth from SpaceTM through greater connectivity and more regular observation and to enable a wave of innovation in low Earth orbit by expanding our space platform offerings.

Holicity Inc. (“Holicity”) was originally incorporated in Delaware and was established as a special purpose acquisition company, which completed its initial public offering in August 2020. On June 30, 2021 (the “Closing Date”), Holicity consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated as of February 2, 2021 (the “BCA”), by and among Holicity, Holicity Merger Sub Inc., a wholly owned subsidiary of Holicity (“Merger Sub”), and Astra Space Operations, Inc. (“pre-combination Astra”). Immediately upon the consummation of the Business Combination, Merger Sub merged with and into pre-combination Astra with pre-combination Astra surviving the merger as a wholly owned subsidiary of Holicity. Holicity changed its name to “Astra Space, Inc.” and pre-combination Astra changed its name to “Astra Space Operations, Inc.”

Unless the context otherwise requires, “we”, “us”, “our”, “Astra” and the “Company” refers to Astra Space, Inc., the combined company and its subsidiaries following the Business Combination and Astra Space Operations, Inc. prior to the Business


Delaware	85-1270303
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1900 Skyhawk Street Alameda, CA	94501
(Address of principal executive offices)	(Zip Code)


		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION	36

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Signatures		39


	As of
	March 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	161,521		$	325,007
Marketable securities		93,669			—
Trade accounts receivable		432			1,816
Inventories		8,701			7,675
Prepaid and other current assets		11,233			12,238
Total current assets		275,556			346,736
Non-current assets:
Property, plant and equipment, net		79,415			66,316
Right-of-use asset		8,979			9,079
Goodwill		58,251			58,251
Intangible assets, net		17,106			17,921
Other non-current assets		625			721
Total assets	$	439,932		$	499,024

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,200		$	9,122
Operating lease obligation, current portion		1,790			1,704
Accrued expenses and other current liabilities		29,318			29,899
Total current liabilities		37,308			40,725
Non-current liabilities:
Operating lease obligation, net of current portion		7,039			7,180
Other non-current liabilities		27,099			14,599
Total liabilities		71,446			62,504

Commitments and Contingencies (Note 11)

STOCKHOLDERS’ EQUITY
Founders convertible preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021		—			—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 208,610,490 and 207,451,107 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		22			22
Class B common stock, $0.0001 par value; 65,000,000 shares authorized; 55,539,188 and 55,539,189 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		6			6
Additional paid in capital		1,862,709			1,844,875
Accumulated other comprehensive loss		(155	)		—
Accumulated deficit		(1,494,096	)		(1,408,383	)
Total stockholders’ equity		368,486			436,520
Total liabilities and stockholders’ equity	$	439,932		$	499,024


	For The Three Months Ended March 31,
	2022			2021
Revenues	$	3,911		$	—
Cost of revenues		11,014			—
Gross loss		(7,103	)		—
Operating expenses:
Research and development		37,927			12,196
Sales and marketing		4,764			64
General and administrative		20,986			12,394
Loss on change in fair value of contingent consideration		15,500			—
Total operating expenses		79,177			24,654
Operating loss		(86,280	)		(24,654	)
Interest income (expense), net		174			(535	)
Other income (expense), net		393			—
Loss on extinguishment of convertible notes		—			(131,908	)
Loss on extinguishment of convertible notes attributable to related parties		—			(1,875	)
Loss before taxes		(85,713	)		(158,972	)
Income tax (benefit) provision		—			—
Net loss	$	(85,713	)	$	(158,972	)
Adjustment to redemption value on Convertible Preferred Stock		—			(1,011,726	)
Net loss attributable to common stockholders	$	(85,713	)	$	(1,170,698	)

Net loss per share:
Weighted average number of shares of Class A common stock outstanding – basic and diluted		208,112,630			16,206,813
Net loss per share of Class A common stock – basic and diluted	$	(0.33	)	$	(18.57	)
Weighted average number of shares of Class B common stock outstanding – basic and diluted		55,539,188			46,845,555
Net loss per share of Class B common stock – basic and diluted	$	(0.33	)	$	(18.57	)


	For The Three Months Ended March 31,
	2022			2021
Net loss	$	(85,713	)	$	(158,972	)
Other comprehensive loss:
Unrealized loss on available-for-sale marketable securities		(155	)		—
Total comprehensive loss	$	(85,868	)	$	(158,972	)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐



	Class A Common Stock				Class B Common Stock					Additional Paid in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount		Capital		Loss			Deficit			Equity

Balance as of December 31, 2021		207,451,107	$	22		55,539,189		$	6	$	1,844,875	$	—		$	(1,408,383	)	$	436,520
Stock-based compensation		—		—		(1	)		—		17,041		—			—			17,041
Issuance of common stock under equity plans		1,159,383		—		—			—		793		—			—			793
Unrealized loss on available-for-sale marketable securities		—		—		—			—		—		(155	)		—			(155	)
Net loss		—		—		—			—		—		—			(85,713	)		(85,713	)
Balance as of March 31, 2022		208,610,490	$	22		55,539,188		$	6	$	1,862,709	$	(155	)	$	(1,494,096	)	$	368,486


	Convertible Preferred Stock				Common Stock (Pre-combination Astra)				Founders Preferred Stock					Additional Paid in			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount		Capital			Deficit			Deficit
Balance as of December 31, 2020		90,768,286	$	108,829		62,961,258	$	6		12,302,500		$	1	$	50,282		$	(190,697	)	$	(140,408	)
Cumulative effect adjustment due to adoption of ASU 2020-06		—		—		—		—		—			—		(9,719	)		691			(9,028	)
Stock-based compensation		—		—		—		—		—			—		2,177			—			2,177
Exercise of options		—		—		498,807		—		—			—		228			—			228
Issuance of Series C Convertible Preferred Stock, net of issuance costs		28,498,141		221,943		—		—		—			—		—			—			—
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock		5,073,576		—		—		—		(5,073,576	)		—		8,156			—			8,156
Adjustment to redemption value on Convertible Preferred Stock		—		1,011,726		—		—		—			—		(51,131	)		(960,595	)		(1,011,726	)
Net loss		—		—		—		—		—			—		—			(158,972	)		(158,972	)
Balance as of March 31, 2021		124,340,003	$	1,342,498		63,460,065	$	6		7,228,924		$	1	$	(7	)	$	(1,309,573	)	$	(1,309,573	)


	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(85,713	)	$	(158,972	)
Adjustments to reconcile net loss to cash flows used in operating activities
Stock-based compensation		17,041			10,333
Depreciation		1,960			888
Amortization of intangible assets		815			—
Inventory net realizable value write downs		5,500			—
Non-cash lease expense		352			170
Accretion (amortization) of marketable securities purchased at a premium (discount)		67			—
Loss on change in fair value of contingent consideration		15,500			—
Loss on extinguishment of convertible notes		—			131,908
Loss on extinguishment of convertible notes attributable to related parties		—			1,875
Amortization of convertible note discounts		—			315
Amortization of convertible note discounts attributable to related parties		—			55
Changes in operating assets and liabilities:
Trade accounts receivable		1,383			—
Inventories		(6,526	)		(370	)
Prepaid and other current assets		1,005			(4,213	)
Other non-current assets		97			—
Accounts payable		125			734
Lease liabilities		(306	)		73
Accrued expenses and other current liabilities		(72	)		3,330
Other non-current liabilities		498			197
Net cash used in operating activities	$	(48,274	)	$	(13,677	)
Cash flows from investing activities:
Acquisition of trademark		(850	)		(3,200	)
Purchases of marketable securities		(93,891	)		—
Purchases of property, plant and equipment		(20,942	)		(324	)
Net cash used in investing activities	$	(115,683	)	$	(3,524	)
Cash flows from financing activities:
Proceeds from issuance of Series C preferred stock		—			30,000
Issuance cost of Series C preferred stock		—			(90	)
Repayments on term loans		—			(300	)
Repayments on equipment advances		—			(700	)
Proceeds from stock issued under equity plans		79			228
Proceeds from Employee Stock Purchase Plan		392			—
Net cash provided by financing activities	$	471		$	29,138

Net increase (decrease) in cash and cash equivalents	$	(163,486	)	$	11,937
Cash and cash equivalents at beginning of period		325,007			10,611
Cash and cash equivalents at end of period	$	161,521		$	22,548

Non-cash activities:
Assets acquired included in accounts payable and accrued expenses and other current liabilities	$	3,252		$	492
Change in redemption value of Convertible Preferred Stock					1,011,726
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	80