Delaware |
6770 |
85-1270303 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
☒ |
Accelerated filer |
|
☐ | |||
|
||||||
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|||
|
||||||
Emerging growth company |
|
Page |
||||
1 | ||||
2 | ||||
4 | ||||
6 | ||||
17 | ||||
46 | ||||
47 | ||||
58 | ||||
65 | ||||
84 | ||||
89 | ||||
106 | ||||
113 | ||||
115 | ||||
118 | ||||
120 | ||||
122 | ||||
122 | ||||
123 | ||||
124 | ||||
F-1 |
• | the commencement of commercial launch operations related to launch system 2.0 and the shifting of the flight dates for the launch of payloads currently under contract with our customers; |
• | our ability to raise financing in the future; |
• | our success in retaining or recruiting officers, key employees or directors; |
• | factors relating to our business, operations and financial performance, including: |
• | our ability to grow and manage growth profitably; |
• | our ability to maintain relationships with customers and suppliers; |
• | competing in the global space industry; and |
• | retaining or recruiting, or making changes with respect to, its officers, key employees or directors. |
• | market conditions and global and economic factors beyond our control, general economic conditions, unemployment and our liquidity, operations and personnel; |
• | our ability to maintain the listing of our shares of Class A Common Stock on Nasdaq; |
• | future exchange and interest rates; and |
• | other factors detailed herein under the section entitled “ Risk Factors |
Class A Common Stock offered by the Selling Stockholder |
This prospectus relates to the offer and sale of up to 34,000,000 shares of Class A Common Stock by the Selling Stockholder, consisting of: • up to 33,281,805 shares of Class A Common Stock we may, at our election, issue and sell to the Selling Stockholder pursuant to the Purchase Agreement from time to time after the Commencement Date, subject to satisfaction of specified conditions set forth in the Purchase Agreement, and • 718,195 shares of our Class A Common Stock we may issue as Commitment Shares, including 359,098 we issued upon the execution of the Purchase Agreement. | |
Selling Stockholder |
B. Riley Principal Capital II, LLC | |
Shares of Class A Common Stock outstanding |
211,647,372 shares of Class A Common Stock outstanding as of August 19, 2022. (1) | |
Shares of Class A Common Stock outstanding after giving effect to the issuance of the shares registered hereunder |
245,288,274 shares of Class A Common Stock outstanding as of August 19, 2022. (1) | |
Use of proceeds |
We will not receive any proceeds from the sales of Class A Common Stock by the Selling Stockholder pursuant to this prospectus. However, we may receive up to $100,000,000 in aggregate gross proceeds from sales of our Class A Common Stock to the Selling Stockholder that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the Purchase Agreement. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell shares of Class A Common Stock to the Selling Stockholder after the date of this prospectus. To the extent we sell Class A Common Stock to the Selling Stockholder, we intend to use any proceeds therefrom for working capital and general corporate purposes. See “ Use of Proceeds | |
Conflict of Interest |
B. Riley Principal Capital II, LLC is an affiliate of B. Riley Securities, Inc. (“ BRS Because the Selling Stockholder will receive all the net proceeds from such resales of our Class A Common Stock made to the public through BRS, BRS is deemed to have a “conflict of interest” within the meaning of Financial Industry Regulatory Authority, Inc. (“ FINRA Plan of Distribution (Conflict of Interest) |
Risk Factors |
Investing in our securities involves a high degree of risk. See “Risk Factors” below and the other information included elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest our securities. | |
Listing |
Our Class A Common Stock is listed on Nasdaq under the symbol “ASTR.” |
(1) | The number of shares of Class A Common Stock outstanding as of August 19, 2022 does not include: |
• | 52,396,306 shares of Class A Common Stock reserved and available for issuance for awards in accordance with the 2021 Omnibus Plan; |
• | 7,158,109 shares of Class A Common Stock reserved and available for issuance for awards in accordance with the 2021 Employee Stock Purchase Plan; |
• | 55,539,188 shares of Class A Common Stock issuable upon conversion (on a one-for-one basis) of shares of our Class B common stock held by the Astra Founders; and |
• | 5,117,517 shares of Class A Common Stock that may be issued upon the achievement of performance milestones specified in the Apollo Merger Agreement. |
• | It is not possible to predict the actual number of shares of Class A Common Stock we will sell to the Selling Stockholder under the Purchase Agreement, or the actual gross proceeds that will result from those sales. |
• | Investors who buy shares of Class A Common Stock from the Selling Stockholder at different times will likely pay different prices and may experience different levels of return on their investments. |
• | Raising additional capital may cause substantial dilution to our stockholders. |
• | We may use the proceeds from sales under the Purchase Agreement in ways with which you may not agree. |
• | We have only conducted one launch which deployed customer satellites into orbit and are currently only delivering to our customers two versions of our Astra Spacecraft Engine™ propulsion system. |
• | We have incurred significant losses since inception and we may not be able to achieve or maintain profitability. |
• | The success of our business will be highly dependent on our ability to effectively market and sell our launch services for small LEO satellites and our space products and services. |
• | Our ability to grow our business depends on the successful development of our launch vehicles, spacecraft and related technology, which is subject to many uncertainties, some of which are beyond our control. |
• | We routinely conduct hazardous operations in manufacturing, test, and launch of our vehicles, space products and vehicle subsystems, which could result in damage to property or persons. |
• | We may not be able to convert our estimated contracted revenue or potential contracts into actual revenue. |
• | We have limited data and history to test our launch vehicles for the successful deployment of a LEO satellite. |
• | Any delays in the development and manufacture of additional launch vehicles, spacecraft, and related technology may adversely impact our business, financial condition, and results of operations. |
• | If we are unable to adapt to and satisfy customer demands in a timely and cost-effective manner, or if we are unable to manufacture our launch vehicles or space products at a quantity and quality that our customers demand, our ability to grow our business may suffer. |
• | We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy. |
• | Adverse publicity stemming from any incident involving us, our competitors, or our customers could have a material adverse effect on our business, financial condition and results of operations. |
• | Regulatory, availability, and other challenges may delay our progress in establishing the number of launch sites we require for our targeted annual launch rate, which could have an adverse effect on our ability to grow our business. |
• | We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production. |
• | Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business, financial condition and results of operations. |
• | We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations. |
• | We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting and the restatement of our financial statements. |
• | We are subject to environmental regulation and may incur substantial costs or have operational disruptions. |
• | The COVID-19 pandemic has and could continue to negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our products and services. |
• | A failure of our information technology systems, physical or electronic security protections, or an interruption in their operation due to internal or external factors including cyber-attacks or insider threats, could have a material adverse effect on our business, financial condition or results of operations. |
• | Certain future operational facilities will require significant expenditures in capital improvements and operating expenses and the ongoing need to maintain existing operational facilities requires us to expend capital. |
• | We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all. |
• | Our business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business. |
• | Failures in our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations. |
• | Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations. |
• | We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our primary facilities, which could have a material adverse effect on our business, financial condition and results of operations. |
• | If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights. Protecting and defending against intellectual property claims may have a material adverse effect on our business. |
• | The majority of our customer contracts may be terminated by the customer at any time for convenience as well as other provisions permitting the customer to discontinue contract performance for cause (for example, if we do not achieve certain milestones on a timely basis) which if terminated could adversely impact our results of operation. |
• | Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide. |
• | We may become involved in litigation that may materially adversely affect us. |
• | Astra needs to meet multiple security requirements in order to meet ongoing requirements for participation in government contracts. The inability to meet regulatory requirements or security standards may mean a failure to win contracts, receive security clearance certifications, and loss of current and future business. |
• | The dual class structure of our common stock has the effect of concentrating voting power with our Chief Executive Officer and Chief Technology Officer, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. We cannot predict the impact our dual class structure may have on the stock price of our Class A common stock. |
• | timing in making further enhancements to our launch vehicle and spacecraft design and specifications; |
• | successful completion of our planned commercial launches; |
• | our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications; |
• | our ability to schedule and receive access to launch sites, receive related government approvals, launch windows, licenses, mandated insurance coverages, and aligned logistics of moving a rocket to, and launching from, rocket launch facilities; |
• | our ability to respond quickly enough to decisions of third-parties outside our control that can impact our launch schedules or launch operations; |
• | performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials; |
• | performance of a limited number of suppliers for certain raw materials and supplied components; |
• | performance of our third-party contractors that support our research and development activities; |
• | our ability to maintain rights from third parties for intellectual properties critical to our research and development activities; |
• | our ability to continue funding and maintain our current research and development activities, particularly the development of various enhancements that increase the payload of our rocket; and |
• | the impact of the geopolitical crisis between Russia and Ukraine, and the COVID-19 pandemic on us, our customers, suppliers and distributors, and the global economy. |
• | We did not maintain an effective control environment to enable the identification and mitigation of risks of material accounting errors based on the following control deficiencies: |
• | We did not design and maintain effective controls over segregation of duties and related conflicts with respect to our information technology systems, including administrative access to our financially relevant information technology systems. |
• | We did not design and maintain effective controls over formalizing our accounting policies and procedures. |
• | We did not design and maintain effective controls over preparing and recording journal entries within our accounting systems related thereto. |
• | We did not maintain effective controls over accounting for complex transactions and instruments, including, the inaccurate accounting for Public and Private Placement Warrants and the inaccurate application of conversion accounting related to our convertible instruments in connection with the restatement of our financial statements for the period ended June 30, 2021 as set forth in our Form 10-Q/A (Amendment No. 1) filed with the SEC on October 22, 2021. |
• | We did not design and implement an effective risk assessment, including: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, and (iii) identifying and assessing changes in the business that could impact our system of internal controls. |
• | We did not design and implement effective control activities as the control activities did not adequately (i) address relevant risks, (ii) provide evidence of performance, (iii) provide appropriate segregation of duties, or (iv) operate at a level of precision to identify all potentially material errors. |
• | We did not generate and provide quality information and communication relating to communicating accurate information internally and externally, including providing information pursuant to objectives, responsibilities, and functions of internal control. |
• | We did not design and implement effective monitoring activities as we did not maintain effective monitoring controls to ascertain whether the components of internal control are present and functioning. |
• | restructuring our operations to comply with local regulatory regimes; |
• | identifying, hiring and training highly skilled personnel in foreign jurisdictions to the extent required; |
• | unexpected changes in tariffs, trade barriers and regulatory requirements, including through the ITAR, Export Administration Regulations (“ EAR OFAC |
• | economic weakness, including inflation, or political instability in foreign economies and markets; |
• | compliance with tax, employment, immigration and labor laws for employees living or traveling abroad; |
• | foreign taxes, including withholding of payroll taxes; |
• | the need for U.S. government approval to operate our space systems outside the United States; |
• | foreign currency fluctuations, which could result in increased operating expenses and reduced revenue; |
• | government appropriation of assets; |
• | workforce uncertainty in countries where labor unrest is more common than in the United States; and |
• | disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the U.S. Foreign Corrupt Practices Act, OFAC regulations and U.S. anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes. |
• | specialized disclosure and accounting requirements unique to government contracts; |
• | financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; |
• | public disclosures of certain contract and company information; and |
• | mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements. |
• | the number of launch missions or space products delivery we schedule for a period, the price at which we sell them and our ability to schedule additional launch missions for repeat customers; |
• | unexpected weather patterns, maintenance issues, natural disasters or other events that force us to cancel or reschedule launches; |
• | the cost of raw materials or supplied components critical for the manufacture and operation of our rockets and launch equipment; |
• | the timing and cost of, and level of investment in, research and development relating to our technologies and our current or future facilities; |
• | developments involving our competitors; |
• | changes in governmental regulations or in the status of our regulatory approvals or applications; |
• | future accounting pronouncements or changes in our accounting policies; and |
• | general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors. |
• | announcements regarding the results of expansion or development efforts by us or our competitors; |
• | announcements regarding the acquisition of businesses or companies by us or our competitors; |
• | technological innovations or new products and services developed by us or our competitors; |
• | changes in foreign or domestic regulations; |
• | issuance of new or changed securities analysts’ reports and/or recommendations applicable to us or our competitors; |
• | additions or departure of our key personnel; |
• | actual or anticipated fluctuations in our quarterly financial and operating results and degree of trading liquidity in our common stock; and |
• | political or economic uncertainties including the current military action between Russian and the Ukraine. |
• | the ability of our board of directors to issue one or more series of preferred stock; |
• | stockholder action by written consent only until the first time when the Astra Founders cease to beneficially own a majority of the voting power of our capital stock; |
• | certain limitations on convening special stockholder meetings; |
• | amendment of certain provisions of the organizational documents only by the affirmative vote of (i) a majority of the voting power of our capital stock so long as the Astra Founders beneficially own shares representing a majority of the voting power of our capital stock and (ii) at least two-thirds of the voting power of the capital stock from and after the time that the Astra Founders cease to beneficially own shares representing a majority of the voting power of our voting stock; and |
• | a dual-class common stock structure with 10 votes per share of our Class B common stock, the result of which is that the Astra Founders have the ability to control the outcome of matters requiring stockholder approval, even though the Astra Founders own less than a majority of the outstanding shares of our capital stock. |
• | the closing sale price of our Class A Common Stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price (subject to adjustment as set forth in the Purchase Agreement); and |
• | all shares of Class A Common Stock subject to all prior VWAP Purchases and all prior Intraday VWAP Purchases effected by us under the Purchase Agreement have been received by the Selling Stockholder in accordance with the Purchase Agreement prior to the time we deliver such Purchase Notice to the Selling Stockholder. |
• | 1,000,000 shares of our Class A Common Stock; and |
• | 20.0% of the total aggregate number (or volume) of shares of our Class A Common Stock traded on Nasdaq during the applicable Purchase Valuation Period for such VWAP Purchase. |
• | 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on Nasdaq on such Purchase Date, |
• | such time that the total aggregate number (or volume) of shares of Class A Common Stock traded on Nasdaq during such Purchase Valuation Period reaches the applicable Purchase Volume Maximum for such VWAP Purchase, which will be determined by dividing (a) the applicable Purchase Share Amount for such VWAP Purchase by (b) 0.20, or |
• | such time that the trading price of a share of our Class A Common Stock on Nasdaq during such Purchase Valuation Period falls below the applicable Minimum Price Threshold for such purchase specified by us in the Purchase Notice for such VWAP Purchase, or if we do not specify a Minimum Price Threshold in such Purchase Notice, a price equal to 75.0% of the closing sale price of the Class A Common Stock on the trading day immediately prior to the applicable Purchase Date for such VWAP Purchase. |
• | the closing sale price of our Class A Common Stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price, and |
• | all shares of our Class A Common Stock subject to all prior VWAP Purchases and all prior Intraday VWAP Purchases effected by us under the Purchase Agreement have been received by the Selling Stockholder prior to the time we deliver such Intraday VWAP Purchase Notice to the Selling Stockholder. |
• | 1,000,000 shares of our Class A Common Stock, and |
• | 20.0% of the total aggregate number (or volume) of shares of our Class A Common Stock traded on Nasdaq during the applicable Intraday Purchase Valuation Period for such Intraday VWAP Purchase. |
• | such time of confirmation of the Selling Stockholder’s receipt of the applicable Intraday VWAP Purchase Notice, |
• | such time that the Purchase Valuation Period for any prior regular VWAP Purchase effected on the same Purchase Date (if any) has ended, and |
• | such time that the Intraday VWAP Purchase Valuation Period for the most recent prior Intraday VWAP Purchase effected on the same Purchase Date (if any) has ended, |
• | 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on Nasdaq on such Purchase Date, |
• | such time that the total aggregate number (or volume) of shares of Class A Common Stock traded on Nasdaq during such Intraday Purchase Valuation Period reaches the applicable Intraday Purchase Volume Maximum for such Intraday VWAP Purchase, which will be determined by dividing (a) the applicable Intraday Purchase Share Amount for such Intraday VWAP Purchase by (b) 0.20, and |
• | such time that the trading price of a share of our Class A Common Stock on Nasdaq during such Intraday Purchase Valuation Period falls below the applicable Intraday Minimum Price Threshold for such Intraday VWAP Purchase specified by us in the Intraday VWAP Purchase Notice for such Intraday VWAP Purchase, or if we do not specify an Intraday Minimum Price Threshold in such Intraday VWAP Purchase Notice, a price equal to 75.0% of the closing sale price of the Class A Common Stock on the trading day immediately prior to the applicable Purchase Date for such Intraday VWAP Purchase. |
• | the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement; |
• | the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with by the Company; |
• | the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include shares of Class A Common Stock that may be issued and sold by the Company to the Selling Stockholder under the Purchase Agreement) having been declared effective under the Securities Act by the SEC, and the Selling Stockholder being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement) to resell all of the shares of Class A Common Stock included in this prospectus (and included in any such additional prospectuses); |
• | the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include shares of Class A Common Stock that may be issued and sold by the Company to the Selling Stockholder under the Purchase Agreement) or prohibiting or suspending the use of this prospectus (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the Class A Common Stock for offering or sale in any jurisdiction; |
• | FINRA shall not have provided an objection to, and shall have confirmed in writing that it has determined not to raise any objections with respect to the fairness and reasonableness of, the terms and arrangements of the transaction contemplated by the Purchase Agreement and the Registration Rights Agreement; |
• | there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include shares of Class A Common Stock that may be issued and sold by the Company to the Selling Stockholder under the Purchase Agreement) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in the light of the circumstances under which they were made) not misleading; |
• | this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to the Commencement Date, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC; |
• | trading in the Class A Common Stock shall not have been suspended by the SEC or Nasdaq (or, if the Class A Common Stock is then listed or quoted on any other Eligible Market, as such term is defined in the Purchase Agreement, trading in the Class A Common Stock shall not have been suspended by such Eligible Market), the Company shall not have received any final and non-appealable notice that the listing or quotation of the Class A Common Stock on the Nasdaq (or Eligible Market, as applicable) shall be terminated on a date certain (unless, prior to such date, the Class A Common Stock is listed or |
quoted on any other Eligible Market, as such term is defined in the Purchase Agreement), and there shall be no suspension of, or restriction on, accepting additional deposits of the Class A Common Stock, electronic trading or book-entry services by The Depository Trust Company with respect to the Class A Common Stock; |
• | the Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement; |
• | the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement; |
• | the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in connection with such transactions; |
• | all of the shares of Class A Common Stock that may be issued pursuant to the Purchase Agreement shall have been approved for listing or quotation on Nasdaq (or if the Class A Common Stock is not then listed on Nasdaq, on any Eligible Market), subject only to notice of issuance; |
• | no condition, occurrence, state of facts or event constituting a Material Adverse Effect (as such term is defined in the Purchase Agreement) shall have occurred and be continuing; |
• | the absence of any bankruptcy proceeding against the Company commenced by a third party, and the Company shall not have commenced a voluntary bankruptcy proceeding, consented to the entry of an order for relief against it in an involuntary bankruptcy case, consented to the appointment of a custodian of the Company or for all or substantially all of its property in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors; and |
• | the receipt by the Selling Stockholder of the legal opinions, negative assurances and bring-down legal opinions as required under the Purchase Agreement. |
• | the first day of the month next following the 24-month anniversary of Commencement Date; |
• | the date on which the Selling Stockholder shall have purchased shares of Class A Common Stock under the Purchase Agreement for an aggregate gross purchase price equal to $100,000,000; |
• | the date on which the Class A Common Stock shall have failed to be listed or quoted on Nasdaq or any other Eligible Market; |
• | the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving us has been commenced that is not discharged or dismissed prior to such trading day; and |
• | the date on which a bankruptcy custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors. |
• | the occurrence and continuation of a Material Adverse Effect (as such term is defined in the Purchase Agreement); |
• | the occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement) involving our Company; |
• | if any registration statement is not filed by the applicable Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach, or default is capable of being cured, such failure, breach, or default is not cured within ten trading days after notice of such failure, breach, or default; |
• | if we are in breach or default in any material respect of any of our covenants and agreements in the Purchase Agreement or in the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 trading days after notice of such breach or default is delivered to us; |
• | the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement otherwise becomes unavailable to the Selling Stockholder for the resale of all of the shares of Class A Common Stock included therein, and such lapse or unavailability continues for a period of 20 consecutive trading days or for more than an aggregate of 60 trading days in any 365-day period, other than due to acts of the Selling Stockholder; or |
• | trading in the Class A Common Stock on Nasdaq (or if the Class A Common Stock is then listed on an Eligible Market, trading in the Class A Common Stock on such Eligible Market) has been suspended for a period of three consecutive trading days. |
Assumed Average Purchase Price Per Share of Class A Common Stock |
Number of Registered Shares of Class A Common Stock to be Issued if Full Purchase (1) |
Percentage of Outstanding Shares of Class A Common Stock After Giving Effect to the Issuance to the Selling Stockholder (2) |
Gross Proceeds for the Shares of Class A Common Stock to the Selling Stockholder Under the Purchase Agreement (3) |
|||||||||||
$1.24 | (4) |
33,281,805 | 13.6 | % | $ | 41,269,438 | ||||||||
$1.50 | 33,281,805 | 13.6 | % | $ | 49,922,708 | |||||||||
$2.00 | 33,281,805 | 13.6 | % | $ | 66,563,610 | |||||||||
$2.25 | 33,281,805 | 13.6 | % | $ | 74,884,061 | |||||||||
$2.50 | 33,281,805 | 13.6 | % | $ | 83,204,513 | |||||||||
$2.75 | 33,281,805 | 13.6 | % | $ | 91,524,964 |
(1) | Does not include the 718,195 Commitment Shares that we issued and may issue if certain conditions are met, in each case, to the Selling Stockholder as consideration for its commitment to purchase shares of Class A Common Stock under the Purchase Agreement. Although the Purchase Agreement provides that we may sell up to $100,000,000 of our Class A Common Stock to the Selling Stockholder, we are only registering 34,000,000 shares under the registration statement that includes this prospectus, which may or may not cover all the shares we ultimately sell to the Selling Stockholder under the Purchase Agreement, depending on the purchase price per share. We will not issue more than an aggregate of 53,0259,650 shares of our Class A Common Stock (the Exchange Cap, unless otherwise approved by our stockholders or if the average price per share paid by the Selling Stockholder for all of the shares of our Class A Common Stock that we direct the Selling Stockholder to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $1.424 per share). We have included in this column only those shares being offered for resale by the Selling Stockholder under this prospectus, without regard for the Beneficial Ownership Limitation. The assumed average purchase prices are solely for illustration and are not intended to be estimates or predictions of future stock performance. |
(2) | The denominator is based on 211,647,372 shares of Class A Common Stock outstanding as of August 19, 2022 (which, for these purposes, includes the 359,098 Initial Commitment Shares we issued to the Selling Stockholder on August 2, 2022), adjusted to include the issuance of the number of shares set forth in the second column. The numerator is based on the number of shares of Class A Common Stock set forth in the second column. |
(3) | Gross Proceeds represent the aggregate purchase prices deemed to be received from the sale of all of the indicated maximum numbers of shares to be sold multiplied by the applicable assumed average purchase price per share of Class A Common Stock. |
(4) | The closing sale price of our Class A Common Stock on Nasdaq on August 19, 2022. |
• | Launch Services — |
• | Space Products |
• | Space Services — |
• | Increase launch production capability. |
• | Increase the payload of our rockets. |
• | Commence commercial launch operations. |
• | Develop, license or acquire Core Technology |
• | Develop and expand our Space Products offering. |
• | Develop and expand our Space Services offering. , |
• | Launch Services. |
• | Space Products. |
• | Space Services. |
• | timing in finalizing launch and space systems design and specifications; |
• | successful completion of analyses and ground test programs to validate that new or changed designs perform as expected; |
• | successful completion of flight test programs, including flight safety tests; |
• | our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications; |
• | performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials; |
• | performance of a limited number of suppliers for certain raw materials and components; |
• | performance of our third-party contractors that support our research and development activities; |
• | our ability to maintain rights from third parties for intellectual properties critical to research and development activities; and |
• | our ability to continue funding and maintain our current research and development activities. |
• | Expected Term — We use the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term is based on the vesting pattern. |
• | Expected Volatility — The volatility is based on a benchmark of comparable companies. |
• | Expected Dividend Yield — The dividend rate used is zero as we have never paid any cash dividends on common stock and do not anticipate doing so in the foreseeable future. |
• | Risk-Free Interest Rate — The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. |
For The Year Ended December 31, |
Period over period change |
|||||||||||||||
(in thousands, except percentages) |
2021 |
2020 |
($) |
(%) |
||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
$ | 80,398 | $ | 27,544 | $ | 52,854 | 192 | % | ||||||||
Sales and marketing |
4,111 | — | 4,111 | n.m. | ||||||||||||
General and administrative |
74,752 | 45,950 | 28,802 | 63 | ||||||||||||
Total operating expenses |
(159,261 | ) | (73,494 | ) | (85,767 | ) | 117 | |||||||||
Loss from operations |
(159,261 | ) | (73,494 | ) | (85,767 | ) | 117 | |||||||||
Interest (expense) income, net |
(1,169 | ) | (5,659 | ) | 4,490 | (79 | ) | |||||||||
Other income, net |
36,046 | 10,860 | 25,186 | 232 | ||||||||||||
Loss on extinguishment of convertible notes |
(131,908 | ) | — | (131,908 | ) | n.m. | ||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
(1,875 | ) | — | (1,875 | ) | n.m. | ||||||||||
Loss before taxes |
(258,167 | ) | (68,293 | ) | (189,874 | ) | 278 | |||||||||
Income tax (benefit) expense |
(385 | ) | — | (385 | ) | n.m. | ||||||||||
Net loss |
$ | (257,782 | ) | $ | (68,293 | ) | (189,489 | ) | 277 | |||||||
Adjustment to redemption value on Convertible Preferred Stock |
(1,011,726 | ) | — | (1,011,726 | ) | n.m. | ||||||||||
Net loss attributable to common stockholders |
$ | (1,269,508 | ) | $ | (68,293 | ) | $ | (1,201,215 | ) | 1759 | % |
For The Three Months Ended June 30, |
Period over period change |
For The Six Months Ended June 30, |
Period over period change |
|||||||||||||||||||||||||||||
(in thousands, except percentages) |
2022 |
2021 |
($) |
(%) |
2022 |
2021 |
($) |
(%) |
||||||||||||||||||||||||
Revenues |
$ | 2,682 | $ | — | $ | 2,682 | n.m. | $ | 6,593 | $ | — | $ | 6,593 | n.m. | ||||||||||||||||||
Cost of revenues |
17,445 | — | 17,445 | n.m. | 28,459 | — | 28,459 | n.m. | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross loss |
(14,763 | ) | — | (14,763 | ) | n.m. | (21,866 | ) | — | (21,866 | ) | n.m. | ||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Research and development |
40,798 | $ | 10,458 | $ | 30,340 | 290 | % | 78,725 | $ | 22,435 | $ | 56,290 | 251 | % | ||||||||||||||||||
Sales and marketing |
4,636 | 1,125 | 3,511 | 312 | 9,400 | 1,189 | 8,211 | 691 | ||||||||||||||||||||||||
General and administrative |
20,608 | 18,318 | 2,290 | 13 | 41,594 | 30,931 | 10,663 | 34 | ||||||||||||||||||||||||
Loss on change in fair value of contingent consideration |
1,800 | — | 1,800 | n.m. | 17,300 | — | 17,300 | n.m. | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
67,842 | 29,901 | 37,941 | 127 | 147,019 | 54,555 | 92,464 | 169 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating loss |
(82,605 | ) | (29,901 | ) | (52,704 | ) | 176 | (168,885 | ) | (54,555 | ) | (114,330 | ) | 210 | ||||||||||||||||||
Interest (expense) income, net |
356 | (678 | ) | 1,034 | (153 | ) | 530 | (1,213 | ) | 1,743 | (144 | ) | ||||||||||||||||||||
Other income (expense), net |
(54 | ) | (718 | ) | 664 | (92 | ) | 339 | (718 | ) | 1,057 | (147 | ) | |||||||||||||||||||
Loss on extinguishment of convertible notes |
— | — | — | n.m. | — | (131,908 | ) | 131,908 | n.m. | |||||||||||||||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
— | — | — | n.m. | — | (1,875 | ) | 1,875 | n.m. | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Loss before taxes |
(82,303 | ) | (31,297 | ) | (51,006 | ) | 163 | (168,016 | ) | (190,269 | ) | 22,253 | (12 | ) | ||||||||||||||||||
Income tax (benefit) expense |
— | — | — | n.m. | — | — | — | n.m. | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss |
$ | (82,303 | ) | $ | (31,297 | ) | (51,006 | ) | 163 | $ | (168,016 | ) | $ | (190,269 | ) | 22,253 | (12 | ) | ||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock |
— | — | — | n.m. | — | (1,011,726 | ) | 1,011,726 | n.m. | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss attributable to common stockholders |
$ | (82,303 | ) | $ | (31,297 | ) | $ | (51,006 | ) | 163 | % | $ | (168,016 | ) | $ | (1,201,995 | ) | $ | 1,033,979 | (86 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Year Ended December 31, |
Period over period change |
|||||||||||||||
(in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Net cash used in operating activities |
$ | (114,356 | ) | $ | (32,850 | ) | $ | (81,506 | ) | 248 | % | |||||
Net cash used in investing activities |
(61,059 | ) | (2,186 | ) | (58,873 | ) | 2,693 | |||||||||
Net cash provided by financing activities |
489,811 | 35,128 | 454,683 | 1,294 | ||||||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash |
$ | 314,396 | $ | 92 | $ | 314,304 | 341635 | % |
For The Six Months Ended June 30, |
Period over period change |
|||||||||||||||
(in thousands) |
2022 |
2021 |
$ |
% |
||||||||||||
Net cash used in operating activities |
$ | (91,862 | ) | $ | (34,655 | ) | $ | (57,207 | ) | 165 | % | |||||
Net cash used in investing activities |
(129,647 | ) | (11,996 | ) | (117,651 | ) | 981 | |||||||||
Net cash provided by financing activities |
817 | 488,427 | (487,610 | ) | (100 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents |
$ | (220,692 | ) | $ | 441,776 | $ | (662,468 | ) | (150 | )% | ||||||
|
|
|
|
|
|
|
|
Year Ended December 31 |
Minimum Lease Commitment |
|||
(in thousands) | ||||
2022 (remainder) |
$ | 930 | ||
2023 |
1,790 | |||
2024 |
1,677 | |||
2025 |
1,655 | |||
2026 |
1,642 | |||
Thereafter |
2,840 | |||
|
|
|||
Total future undiscounted minimum lease payments |
$ | 10,534 | ||
Less: Imputed Interest |
2,030 | |||
|
|
|||
Total reported lease liability |
$ | 8,504 | ||
|
|
Name |
Age |
Position | ||||
Chris Kemp |
45 | Chief Executive Officer and Chairman | ||||
Adam London |
49 | Chief Technology Officer and Director | ||||
Kelyn Brannon |
63 | Chief Financial Officer | ||||
Martin Attiq |
39 | Chief Business Officer | ||||
Benjamin Lyon |
43 | Chief Engineer and Executive Vice President of Engineering | ||||
Michèle Flournoy |
61 | Director | ||||
Michael Lehman |
71 | Director | ||||
Lisa Nelson |
46 | Director | ||||
Scott Stanford |
52 | Director |
• | Highly Competitive Spacetech Industry |
• | Challenging Employee Retention Environment |
Name |
Award Type |
Grant Date Fair Value of the SSO/PSOs that are Underwater (1) |
||||||
Chris Kemp |
PSOs | $ | 30,301,659 | |||||
SSOs | $ | 7,231,659 | ||||||
Adam London |
PSOs | $ | 6,060,335 | |||||
SSOs | $ | 3,615,830 | ||||||
Kelyn Brannon |
PSOs | $ | 3,030,168 | |||||
SSOs | $ | 6,799,723 | ||||||
Martin Attiq |
PSOs | $ | 9,090,501 | |||||
SSOs | $ | 1,274,090 | ||||||
Benjamin Lyon |
PSOs | $ | 12,120,668 | |||||
SSOs | N/A |
(1) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 14 of the Consolidated Financial Statements included in this prospectus. |
✓ WHAT WE DO |
× WHAT WE DON’T DO | |||||
✓ | Maintain strong alignment between corporate performance and NEO compensation by having a majority of the total compensation consist of performance-based compensation. | × |
No stock options granted below the fair market value of a share of our Class A Common Stock on the grant date | |||
✓ | Have employment and change in control agreements with our NEOs. | × |
No guaranteed bonuses in connection with annual pay structure (except with respect to Kelyn Brannon and Benjamin Lyon for 2021, which they each negotiated at the time they joined the Company and we provided as incentives to their on-boarding). | |||
✓ | Maintain a long-term incentive plan that provides for forfeiture of awards if an employee engages in misconduct. | × |
No hedging or pledging of our securities by NEOs and directors. | |||
✓ | Use an independent compensation consultant retained by and reporting directly to the Compensation Committee. | × |
No perquisites. |
✓ WHAT WE DO |
× WHAT WE DON’T DO | |||||
✓ | Have agreements that only provide for “double-trigger” accelerated vesting of all unvested options and RSUs to any of our NEO’s upon a change of control. | × |
No excise tax gross-ups. | |||
✓ | Conduct competitive benchmarking to align our executive compensation with the market. |
NEO |
Title | |
Chris Kemp |
Chief Executive Officer | |
Adam London |
Chief Technology Officer | |
Kelyn Brannon |
Chief Financial Officer | |
Martin Attiq |
Chief Business Officer | |
Benjamin Lyon |
Chief Engineer and Executive Vice President of Engineering and Operations |
• | closely aligns our executive compensation with stockholder value creation, avoiding plans that encourage our executives to take excessive risk, while driving long-term value to stockholders; |
• | supports our long-term business strategy by ensuring that performance objectives are consistent with driving long-term stockholder value; |
• | recognizes that the portion of a NEO’s compensation that is at-risk and performance-based should be tied to the level of that individual’s responsibility and their ability to control the achievement of the performance objectives; |
• | emphasizes equity-based compensation over cash compensation; allows us to recruit and retain a top-tier executive team in a competitive industry and to motivate our executive team to achieve superior performance over sustained periods; provides a competitive compensation opportunity while adhering to market standards for compensation; and |
• | complements and advances values the underlie Astra’s culture, which values are set forth below: |
• | Serve — We serve our employee, our customers and the world. |
• | Learn — We listen to feedback and learn through constant iteration. |
• | Simplify to Scale — We achieve scale by simplifying our products, processes and service. |
• | Optimize Globally — We make trade-offs locally in order to optimize globally. |
• | Ship — The more we ship, the more we learn, the faster we achieve our goals. |
Financials (in millions) (1) |
||||||||||
NAME |
INDUSTRY |
REVENUES ($) |
MARKET CAPITALIZATION ($) |
|||||||
Aeva Technologies |
Electronic Equipment and Instruments | 9 | 1,620 | |||||||
Array Technologies |
Electrical Components and Equipment | 853 | 2,120 | |||||||
C3.ai |
Application Software | 183 | 6,770 | |||||||
Canoo |
Automobile Manufacturers | — | 1,840 | |||||||
ChargePoint |
Electrical Components and Equipment | 241 | 4,640 | |||||||
Fisker |
Automobile Manufacturers | 0 | 4,670 | |||||||
Hyliion |
Construction Machinery and Heavy Trucks | 0 | 1,080 | |||||||
JFrog |
Systems Software | 207 | 2,860 | |||||||
Lordstown Motors |
Automobile Manufacturers | — | 678 |
Financials (in millions) (1) |
||||||||||
NAME |
INDUSTRY |
REVENUES ($) |
MARKET CAPITALIZATION ($) |
|||||||
Luminar Technologies |
Auto Parts and Equipment | 32 | 5,880 | |||||||
Nikola |
Construction Machinery and Heavy Trucks | — | 4,080 | |||||||
nLIGHT |
Electronic Equipment and Instruments | 270 | 1,050 | |||||||
PagerDuty |
Application Software | 281 | 2,860 | |||||||
Proterra |
Biotechnology | 243 | 1,960 | |||||||
QuantumScape |
Auto Parts and Equipment | — | 9,500 | |||||||
Sumo Logic |
Application Software | 242 | 1,360 | |||||||
Telos |
Systems Software | 242 | 1,030 | |||||||
Velodyne Lidar |
Electronic Equipment and Instruments | 62 | 916 | |||||||
Virgin Galactic |
Aerospace and Defense | 3 | — | |||||||
75 th Percentile |
243 | 4,648 | ||||||||
50 th Percentile |
207 | 2,040 | ||||||||
25 th Percentile |
9 | 1,073 | ||||||||
Astra Space |
Aerospace and Defense | — | 1,830 |
2021 Pay Element |
Why Element Was Provided |
Key Characteristic(s) | ||
Annual Base Salary |
Compensate executives for their normal day-to-day responsibilities | Only fixed portion of compensation (except for Ms. Brannon and Mr. Lyon) All other compensation elements are variable | ||
Service-Based Stock Options (SSOs) |
Motivate executives to build long-term stockholder value • Retain our executives |
Provide value only if stock price increases Exercise price is equal to the per share price of Astra common stock on the grant date Generally vest over a period of four years, with 25% vesting on the first vesting date (which is either February 15, 2022 or August 15, 2022, depending on |
2021 Pay Element |
Why Element Was Provided |
Key Characteristic(s) | ||
the NEO) and then quarterly thereafter | ||||
Restricted Stock Units (RSUs) |
Motivate executives to build long-term stockholder value • Retain our executives |
Generally vest over a period of four years, with 25% vesting on the first vesting date (which is either February 15, 2022 or August 15, 2022, depending on the NEO) and then quarterly thereafter | ||
Performance Based Stock Options (PSOs) |
Motivate the executives to focus on achieving our critical business objectives supporting its long term strategy and increasing the our stock price | PSOs vest based on achievement of performance objectives and increases in the stock price PSOs are intended to cover a five year period through 2026 The Compensation Committee does not intend to make additional grants of PSOs until the five year period expires |
Name |
Award Type |
Number of Shares underlying grant |
Grant Date Fair Value of the Award (1) |
|||||||||
Chris Kemp |
RSUs | 650,809 | $ | 5,833,248 | ||||||||
PSOs | 6,508,088 | $ | 30,301,659 | |||||||||
SSOs | 1,301,618 | $ | 7,231,659 | |||||||||
Adam London |
RSUs | 325,405 | $ | 2,941,629 | ||||||||
PSOs | 1,301,618 | $ | 6,060,335 | |||||||||
SSOs | 650,809 | $ | 3,615,830 | |||||||||
Kelyn Brannon |
RSUs | 1,387,527 | $ | 12,543,105 | ||||||||
PSOs | 650,809 | $ | 3,030,168 | |||||||||
SSOs | 1,244,345 | $ | 6,799,723 | |||||||||
Martin Attiq |
RSUs | 306,826 | $ | 2,773,676 | ||||||||
PSOs | 1,952,427 | $ | 9,090,501 | |||||||||
SSOs | 229,322 | $ | 1,274,090 | |||||||||
Benjamin Lyon |
RSUs | 1,301,618 | $ | 11,766,497 | ||||||||
PSOs | 2,603,236 | $ | 12,120,668 | |||||||||
SSOs | — | — |
(1) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 14 of the Consolidated Financial Statements included in this prospectus. |
• | All of the RSUs granted to Mr. Kemp and Dr. London, (b) 114,662 of the RSUs granted to Mr. Attiq and (c) all of the service-based stock options granted to Mr. Kemp, Dr. London and Mr. Attiq vest as |
follows: 25% of the grant vesting on August 15, 2022, and then in substantially equal quarterly installments beginning on November 15, 2022, through and including August 15, 2025. |
• | All of the RSUs and SSOs granted to Ms. Brannon and (b) the remaining RSUs granted to Mr. Attiq (192,164) vest as follows: 25% of the grant vests on February 15, 2022, with the remainder vesting in substantially equal quarterly installments beginning on May 15, 2022, through and including February 15, 2025. |
• | All grants to Messrs. Kemp, London and Attiq vest as follows: 25% of the grant vesting on August 15, 2022, and then in substantially equal quarterly installments beginning on November 15, 2022, through and including August 15, 2025. |
• | All grants to Ms. Brannon vest as follows: 25% of the grant vests on February 15, 2022, with the remainder vesting in substantially equal quarterly installments beginning on May 15, 2022, through and including February 15, 2025. |
Milestone A: |
The Company has had a Successful Orbital Delivery. | |
Milestone B: |
The Company has had six (6) Orbital Launches during a six (6) consecutive month period. | |
Milestone C: |
The Company has completed a prototype for a Spacecraft that has achieved an Orbital Launch. | |
Milestone D: |
The Company has conducted twenty-six (26) Orbital Launches during a six (6) consecutive month period. | |
Milestone E: |
The Company has achieved an Orbital Launch for an aggregate of 100 Spacecraft. |
• | appropriate pay philosophy, peer group and market positioning and |
• | effective balance in cash and equity mix, short- and long-term focus, corporate performance focus and discretion. |
Name and Principal Position |
Year |
Base Salary ($) (1) |
Bonus ($) |
Stock Awards ($) (2) |
Option Awards ($) (2) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) (3) |
Total ($) |
|||||||||||||||||||||||||||
Chris Kemp |
2021 | 557,000 | — | 5,883,248 | 37,533,318 | — | — | 104 | 43,973,671 | |||||||||||||||||||||||||||
Chief Executive Officer |
2020 | 256,000 | — | 23,572,500 | (4) |
969 | — | — | — | 23,829,469 | ||||||||||||||||||||||||||
Adam London |
2021 | 407,542 | (5) |
— | 2,941,629 | 9,676,164 | — | — | 104 | 13,025,439 | ||||||||||||||||||||||||||
Chief Technology Officer |
2020 | 227,000 | — | 7,857,500 | (4) |
— | — | — | — | 8,084,500 | ||||||||||||||||||||||||||
Kelyn Brannon |
2021 | 420,417 | (6) |
300,000 | (7) |
12,543,105 | 9,829,891 | — | — | 5,904 | 23,099,317 | |||||||||||||||||||||||||
Chief Financial Officer |
2020 | 8,021 | — | — | 6,205,050 | — | — | — | 6,213,071 | |||||||||||||||||||||||||||
Martin Attiq |
2021 | 458,334 | — | 2,773,676 | 10,364,592 | — | — | 1,667 | 13,598,269 | |||||||||||||||||||||||||||
Chief Business Officer |
||||||||||||||||||||||||||||||||||||
Benjamin Lyon |
2021 | (8) |
409,259 | 250,000 | (7) |
11,766,497 | 12,120,668 | — | — | 2,587 | 24,594,010 | |||||||||||||||||||||||||
Chief Engineer and Executive Vice President of Engineering and Operations |
(1) | Reflects actual base salary earnings. |
(2) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 14 of the Consolidated Financial Statements included in this prospectus. |
(3) | Reflects Company paid life insurance premiums for all NEOs and in the case of Ms. Brannon, Mr. Attiq and Mr. Lyon, also includes amounts matched under the Company’s 401(k) plan. |
(4) | Reflects grants received prior to the Merger and which were converted to shares of the Company’s Class B common stock in connection therewith. |
(5) | Dr. London’s initial base salary in 2021 was $400,000. His base salary increased to $500,000 on September 1, 2021. |
(6) | Ms. Brannon commenced employment with us on December 23, 2020. Ms. Brannon’s annualized base salary in 2020 was $330,000. Ms. Brannon’s initial base salary in 2021 was $400,000. Her base salary increased to $500,000 on September 1, 2021. |
(7) | Amounts reflect a one-time negotiated bonus in connection with the on-boarding of Ms. Brannon and Mr. Lyon. |
(8) | Mr. Lyon commenced employment with us on February 6, 2021. Mr. Lyon’s annual base salary in 2021 was initially $400,000 and then increased to $500,000 on May 1, 2021. |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units |
All Other Option Awards: Number of Securities Underlying Options |
Exercise Price of Option Awards |
Grant Date Fair Value of Stock and Option Awards |
|||||||||||||||||||||||||||||||
Name |
Award Type |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
(#) |
(#) |
($) |
($) (1) |
||||||||||||||||||||||||
Chris Kemp |
RSUs | 9/20/2021 | — | — | — | — | — | — | 650,809 | — | — | 5,833,248 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 6,508,088 | 9.04 | 30,301,659 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,301,618 | 9.04 | 7,231,659 | |||||||||||||||||||||||||
Adam London |
RSUs | 9/20/2021 | — | — | — | — | — | — | 325,405 | — | — | 2,941,629 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,301,618 | 9.04 | 6,060,335 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 650,809 | 9.04 | 3,615,830 | |||||||||||||||||||||||||
Kelyn Brannon |
RSUs | 9/20/2021 | — | — | — | — | — | — | 1,387,527 | — | — | 12,543,105 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 650,809 | 9.04 | 3,030,168 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,244,345 | 9.04 | 6,799,723 | |||||||||||||||||||||||||
Martin Attiq |
RSUs | 9/20/2021 | — | — | — | — | — | — | 306,826 | — | — | 2,773,676 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 1,952,427 | 9.04 | 9,090,501 | |||||||||||||||||||||||||
SSOs | 9/20/2021 | — | — | — | — | — | — | — | 229,322 | 9.04 | 1,274,090 | |||||||||||||||||||||||||
Benjamin Lyon |
RSUs | 9/20/2021 | — | — | — | — | — | — | 1,301,618 | — | — | 11,766,497 | ||||||||||||||||||||||||
PSOs | 9/20/2021 | — | — | — | — | — | — | — | 2,603,236 | 9.04 | 12,120,668 | |||||||||||||||||||||||||
SSOs | — | — | — | — | — | — | — | — | — | — | — |
(1) | Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison. The assumptions made in these valuations are discussed in Note 14 of the Consolidated Financial Statements included in this prospectus. |
Option Awards |
Stock Awards | |||||||||||||||||||||||||||
Equity Incentive Plan Awards | ||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable (1) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested (#) |
Market Value of shares or Units of Stock that Have Not Vested ($) (2) |
Number of Unearned Shares that Have Not Vested (#) |
Market Value of Unearned Shares that Have Not Vested ($) | ||||||||||||||||||||
Chris Kemp |
— | 7,809,706 | 9.04 | 9/20/2031 | 650,809 | 4,510,106 | — | — | ||||||||||||||||||||
6,650 | — | 0.46 | 2/26/2030 | — | — | — | — | |||||||||||||||||||||
Adam London |
— | 1,952,427 | 9.04 | 9/20/2031 | 325,405 | 2,255,057 | — | — | ||||||||||||||||||||
Kelyn Brannon |
— | 1,895,154 | 9.04 | 9/20/2031 | 1,387,527 | 9,615,562 | — | — | ||||||||||||||||||||
Martin Attiq |
— | 2,181,749 | 9.04 | 9/20/2031 | 306,826 | 2,126,304 | — | — | ||||||||||||||||||||
77,584 | — | 0.46 | 5/14/2030 | — | — | — | — | |||||||||||||||||||||
398,750 | 471,252 | 0.46 | 2/26/2030 | — | — | — | — | |||||||||||||||||||||
Benjamin Lyon |
— | 2,603,236 | 9.04 | 9/20/2031 | 894,863 | 6,201,401 | — | — |
(1) | The number of securities underlying options are allocated among PSOs and SSOs as follows: (a) for Mr. Kemp, 6,508,088 PSOs and 1,301,618 SSOs; (b) for Dr. London, 1,301,618 PSOs and 650,809 SSOs; (3) for Ms. Brannon, 650,809 PSOs and 1,244,345 SSOs; (d) for Mr. Attiq, 1,952,427 PSOs and 700,574 SSOs; and (5) for Mr. Lyon, 2,603,236 PSOs and no SSOs. |
Option Awards |
Stock Awards |
|||||||||||||||
Name |
Number of shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of shares Acquired on Vesting (#) |
Value Realized on Vesting ($) |
||||||||||||
Chris Kemp |
— | — | — | — | ||||||||||||
Adam London |
— | — | — | — | ||||||||||||
Kelyn Brannon |
997,500 | 7,830,000 | (1) |
— | — | |||||||||||
Martin Attiq |
266,000 | 2,088,000 | (1) |
— | — | |||||||||||
Benjamin Lyon |
— | — | 406,755 | 4,295,333 | (2) |
(1) | This exercise relates to stock options that the Company granted to Ms. Brannon and Mr. Attiq in December 2020, before the Company closed on the Merger. At that time, the Company was using 409A valuations to determine the exercise price of stock options. The stocks options granted to Ms. Brannon and Mr. Attiq were inadvertently issued below market value, which triggered a penalty from the Internal Revenue Code. This penalty would extend throughout the vesting period on the stock options. On April 23, 2021 and prior to the Closing of the Merger, the Board for Legacy Astra approved the accelerated vesting of these options and the exercise of the options by Ms. Brannon and Mr. Attiq. Upon exercise, the shares were then sold at an agreed upon price in a secondary sale transaction to enable Ms. Brannon and Mr. Attiq to pay the tax penalty in 2021 rather than having the tax penalty increase due to the share price appreciation over the vesting period. |
(2) | Reflect awards of restricted stock units that vested on November 15, 2021, at the closing per share price on that date of $10.56. |
Named Executive Officer |
Involuntary Termination Not for Cause ($) (1) |
Voluntary Termination for Good Reason ($) (1) |
Involuntary Not for Cause or Voluntary for Good Reason following a Change-in- Control ($) (2) |
Death ($) |
Disability ($) |
|||||||||||||||
Chris Kemp |
5,133,818 | 5,133,818 | 5,943,270 | $ | 0 | $ | 0 | |||||||||||||
Adam London |
2,785,970 | 2,785,970 | 2,785,970 | $ | 0 | $ | 0 | |||||||||||||
Kelyn Brannon |
10,133,935 | 10,133,935 | 10,133,935 | $ | 0 | $ | 0 | |||||||||||||
Martin Attiq |
5,684,218 | 5,684,218 | 5,684,218 | $ | 0 | $ | 0 | |||||||||||||
Benjamin Lyon |
6,732,314 | 6,732,314 | 6,732,314 | $ | 0 | $ | 0 |
(1) | The separation benefits consist of 12 months base salary, reimbursement for 12 months of premiums paid in connection with continuation coverage under COBRA at the NEO’s current coverage rate and accelerating all unvested SSOs and PSOs and RSUs for each NEO. In determining the value of unvested equity awards, we calculated the value of such awards as if they were exercised (in the case of SSOs and PSOs) and then sold on December 31, 2021 at the per share closing price of $6.93. The amount attributable to each NEO related to the acceleration of the vesting of equity awards is as follows: |
Chris Kemp |
$ | 4,510,106 | ||
Adam London |
$ | 2,255,057 | ||
Kelyn Brannon |
$ | 9,615,562 | ||
Martin Attiq |
$ | 5,175,304 | ||
Benjamin Lyon |
$ | 6,201,401 |
(2) | For Mr. Kemp, separation benefits consist of 24 months base salary, reimbursement for 18 months of premiums paid in connection with continuation coverage under COBRA at the Mr. Kemp’s current coverage rate and the value of the acceleration of unvested SSOs, PSOs and RSUs For all other NEOs, the separation benefits consist of 12 months base salary, reimbursement for 12 months of premiums paid in connection with continuation coverage under COBRA at the NEO’s current coverage rate and the value of acceleration of all unvested equity awards. In each case, we calculated the value of the acceleration of unvested equity awards in the same manner described in Note 1. |
The ratio of our CEO’s annual total compensation ($43.9 million) compared to our median compensated employee ($277,011) was: |
159 to 1 |
|||
This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K. |
Compensation Element |
Compensation Amount ($) |
|||
Lead Director |
20,000 | |||
Audit Committee Chair Retainer |
20,000 | |||
Audit Committee Member Retainer |
10,000 | |||
Compensation Committee Chair Retainer |
15,000 | |||
Compensation Committee Member Retainer |
7,500 | |||
Nominating and Corporate Governance Committee Chair Retainer |
10,000 | |||
Nominating and Corporate Governance Committee Member Retainer |
5,000 |
Name |
Fees Earned Or Paid in Cash ($) |
Stock Awards ($) (1) |
Total ($) |
|||||||||
Michèle Flournoy |
40,625 | 138,134 | 178,759 | |||||||||
Michael Lehman |
38,750 | 187,005 | 225,755 | |||||||||
Craig McCaw (2)(3) |
46,250 | 151,942 | 198,192 | |||||||||
Lisa Nelson |
25,000 | 170,008 | 195,008 | |||||||||
Scott Stanford (2) |
22,500 | 233,756 | 256,256 |
(1) | Reflects the grant date fair value of as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation-Stock Compensation, the full amount of which is recorded as a compensation expense in the income statement for fiscal year 2021. The grant date fair value was based on the closing price of the Company’s common stock, as reported on Nasdaq, on the date of the grant, which was $10.19 per share of Class A Common Stock on November 9, 2021. The restricted stock units issued to the directors each vest in one installment on May 15, 2022. |
(2) | At Mr. Stanford’s and Mr. McCaw’s request, the cash compensation they each earned in connection with their service as a director to the Company was paid to their employers, ACME, LLC and Pendrell Corporation, respectively. |
(3) | Mr. McCaw’s term as a director of Astra expired at the 2022 annual meeting of stockholders, and he did not stand for re-election. |
(1) | Any sale, assignment, transfer, conveyance, hypothecation, or other transfer or disposition, directly or indirectly, of any Class B Common Stock or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation, or otherwise), including, without limitation the transfer of a share of Class B Common Stock to a broker or other nominee or the transfer of, or entering into a binding agreement with respect to, voting control over such share by proxy or otherwise, other than a permitted transfer. |
(2) | Upon the first date on which the Astra Founders, together with all other qualified stockholders, collectively cease to beneficially own at least 20% of the number of shares of Class B Common Stock held by the Astra Founders on the Closing Date (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination, or recapitalization of the Class B Common Stock) collectively held by the Astra Founders and their permitted transferees. |
(3) | Upon the date specified by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B Common Stock, voting as a separate class. |
(1) | prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
(2) | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
(3) | at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66% of the outstanding voting stock which is not owned by the interested stockholder. |
• | each person known by us to beneficially own more than 5% of our Class A Common Stock and Class B Common Stock; |
• | each of our named executive officers; |
• | each of our directors (including the director nominees); and |
• | all of our directors and executive officers as a group. |
Name and Address of Beneficial Owner |
Number of Shares of Class A Common Stock |
% of Class A Common Stock |
Number of Shares of Class B Common Stock |
% of Class B Common Stock |
% of Total Voting Power** |
|||||||||||||||
Directors and Executive Officers: |
||||||||||||||||||||
Martin Attiq (1)(2) |
787,313 | * | — | — | * | |||||||||||||||
Kelyn Brannon (1)(3) |
917,909 | * | — | — | * | |||||||||||||||
Michèle Flournoy (1) |
13,556 | * | — | — | * | |||||||||||||||
Chris C. Kemp (1)(4) |
679,794 | * | 27,095,633 | 48.8 | % | 35.4 | % | |||||||||||||
Michael E. Lehman (1) |
124,602 | * | — | — | * | |||||||||||||||
Adam London (1)(5) |
270,067 | * | 28,443,555 | 51.2 | % | 37.1 | % | |||||||||||||
Benjamin Lyon (1) |
330,286 | * | — | — | * | |||||||||||||||
Lisa Nelson (1) |
16,684 | * | — | — | * | |||||||||||||||
Scott Stanford (1)(6) |
29,649,132 | 14.0 | % | — | — | 3.9 | % | |||||||||||||
All directors and executive officers as a group (nine individuals) |
32,789,343 | 15.5 | % | 55,539,188 | 100 | % | 76.7 | % | ||||||||||||
Five Percent Holders: |
||||||||||||||||||||
ACME, LLC and affiliated funds (7) |
29,626,192 | 14.0 | % | — | — | 3.9 | % | |||||||||||||
A/NPC Holdings LLC (8) |
20,888,053 | 9.9 | % | — | — | 2.7 | % | |||||||||||||
Canaan X L.P. (9) |
16,489,668 | 7.8 | % | — | — | 2.1 | % |
* | Less than 1% ownership |
** | Percentage of total voting power represents voting power with respect to all shares of Class A common stock and Class B common stock, as a single class. Each share of Class B common stock is entitled to 10 votes per share and each share of Class A common stock is entitled to one vote per share. |
(1) | The business address of each of these holders is 1900 Skyhawk Street, Alameda, CA 94501. |
(2) | Includes options to purchase 697,774 shares of Class A Common Stock that are exercisable 60 days from August 19, 2022 and the purchase of 5,500 shares under the 2021 Astra Space, Inc. Employee Purchase Plan in a transaction exempt from reporting under Section 16(b) and thus not reflected in Mr. Attiq’s Form 4. |
(3) | Includes options to purchase 622,169 shares of Class A Common Stock that are exercisable 60 days from August 19, 2022. |
(4) | Includes options to purchase 440,521 shares of Class A Common Stock that are exercisable 60 days from August 19, 2022, and 33,000 shares of Class A Common Stock held by Mr. Kemp’s spouse, of which Mr. Kemp disclaims any beneficial ownership. |
(5) | Includes options to purchase 216,934 shares of Class A Common Stock that are exercisable 60 days from August 12, 2022. |
(6) | Shares reported includes shares held by ACME, LLC and its affiliates Sherpa Ventures Fund II, LP (“ ACME Fund II ACME Capital ACME Capital |
(7) | Based on the Schedule 13D filed on July 12, 2021, funds managed by ACME Capital are the record holders of the shares reported herein. Scott Stanford exercises voting and dispositive control over the securities held by ACME Fund II and Eagle Creek Capital LLC and thus may be deemed to beneficially own such securities. Scott Stanford and Hany Nada exercise voting and dispositive control over the securities held by ACME SPV AS, LLC and thus may be deemed to beneficially own such securities. The business address of ACME Capital is 500 Howard Street, Suite 201, San Francisco, CA 94105. |
(8) | Based on the Scheduled 13G filed on July 8, 2021, A/NPC Holdings LLC is a Delaware limited liability company (“ A/NPC Holdings Newhouse Cable Advance Communications Co. API NFH Advance Long-Term Trust |
(9) | Based on the Schedule 13G filed on January 27, 2022, the shares are held directly by Canaan X L.P. (the “ Canaan Fund Canaan X |
Name |
Shares |
Aggregate Purchase Price |
Date of Issuance |
|||||||||
A/NPC Holdings LLC |
7,819,887 | $ | 10,377,225 | January 28, 2021 | ||||||||
Canaan X, L.P. |
2,151,738 | $ | 3,078,271 | January 28, 2021 | ||||||||
ACME Capital (1) |
584,964 | $ | 820,160 | January 28, 2021 | ||||||||
Pendrell Corporation (2) |
1,510,352 | $ | 9,999,995 | January 28, 2021 |
(1) | Mr. Stanford, a director of both Legacy Astra and the Company, is the co-founder of Acme Capital and its affiliates. |
(2) | Mr. McCaw, the Chairman and co-Chief Executive Officer of Pendrell Corporation, became a member of the Board upon Closing. Mr. McCaw’s term on our Board expired on June 1, 2022. |
Name of Selling Stockholder |
Number of Shares of Class A Common Stock Owned Prior to Offering |
Maximum Number of Shares of Class A Common Stock to be Offered Pursuant to this |
Number of Shares of Class A Common Stock Owned After Offering |
|||||||||||||||||
Number (1) |
Percent (2) |
Prospectus |
Number (3) |
Percent (4) |
||||||||||||||||
B. Riley Principal Capital II, LLC (5) |
359,098 | * | 34,000,000 | 34,000,000 | 13.9 | % |
* | Represents beneficial ownership of less than 1% of the outstanding shares of our Class A Common Stock. |
(1) | Represents the 359,098 shares of Class A Common Stock we issued to the Selling Stockholder on August 2, 2022 as Initial Commitment Shares in consideration for entering into the Purchase Agreement with us. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering (i) all of the shares that the Selling Stockholder may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of the Selling Stockholder’s control, including the registration statement that includes this prospectus |
becoming and remaining effective, and (ii) up to 359,097 shares of Class A Common Stock that we may issue to the Selling Stockholder in two tranches as Additional Commitment Shares, because the issuance of the Additional Commitment Shares to the Selling Stockholder is subject to our election to sell certain amounts of shares of our Class A Common Stock to the Selling Stockholder pursuant to the Purchase Agreement as set forth in the Purchase Agreement, which sales are entirely at our discretion and subject to satisfaction of conditions contained in the Purchase Agreement that are outside of the Selling Stockholder’s control. Furthermore, the VWAP Purchases and the Intraday VWAP Purchases of Class A Common Stock under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our Class A Common Stock to the Selling Stockholder to the extent such shares, when aggregated with all other shares of our Class A Common Stock then beneficially owned by the Selling Stockholder, would cause the Selling Stockholder’s beneficial ownership of our Common Stock to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain shareholder approval to do so, or unless the average price for all shares of our Class A Common Stock purchased by the Selling Stockholder under the Purchase Agreement equals or exceeds $1.424 per share, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement. |
(2) | Applicable percentage ownership is based on 211,647,372 shares of our Class A Common Stock outstanding as of August 19, 2022. |
(3) | Assumes the sale of all shares being offered pursuant to this prospectus. |
(4) | Applicable percentage ownership is based on 211,647,372 shares of our Class A Common Stock outstanding as of August 19, 2022, plus 33,640,902 shares of our Class A Common Stock to be issued to Selling Stockholder in connection with the Purchase Agreement. |
(5) | The business address of B. Riley Principal Capital II, LLC (“ BRPC II BRPI BRF BRPC II Investment Committee FINRA BRS Plan of Distribution (Conflict of Interest) |
• | ordinary brokers’ transactions; |
• | transactions involving cross or block trades; |
• | through brokers, dealers, or underwriters who may act solely as agents; |
• | “at the market” into an existing market for our Class A Common Stock; |
• | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
• | in privately negotiated transactions; or |
• | any combination of the foregoing. |
Page |
||||
Consolidated Financial Statements of Astra Space, Inc. for the years ended December 31, 2021, 2020 and 2019 |
||||
F-2 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-8 |
||||
F-9 |
||||
Condensed Consolidated Financial Statements of Astra Space, Inc. for the three and six months ended June 30, 2022 and 2021 (Unaudited) |
||||
F-52 |
||||
F-53 |
||||
F-54 |
||||
F-55 |
||||
F-57 |
||||
F-58 |
• | Testing management’s process for determining the fair value of the contingent consideration, which required us to evaluate the reasonableness of management’s forecasts of future revenue by evaluating the revenue assumptions used in the valuation of the contingent consideration by comparing them against appropriate audit evidence. |
• | Performing a lookback analysis by weighing the available corroborative evidence and contradictory evidence, in subsequent periods, to assess management’s ability to forecast. |
• | Involving our valuation specialists in assessing the reasonableness of the selected valuation methodology, testing management’s process by reperforming the Monte Carlo simulation and performing sensitivity analyses for certain revenue assumptions used in the model. |
As Of December 31, |
||||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Trade accounts receivable |
||||||||
Inventories |
||||||||
Prepaid and other current assets |
||||||||
Total current assets |
||||||||
Non-current assets: |
||||||||
Property, plant and equipment, net |
||||||||
Right-of-use |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Other non-current assets |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Operating lease obligation, current portion |
||||||||
Accrued expenses and other current liabilities |
||||||||
Long-term debt, current portion |
||||||||
Long-term debt, current portion due to related parties |
||||||||
Total current liabilities |
||||||||
Non-current liabilities: |
||||||||
Long-term debt |
||||||||
Operating lease obligation, net of current portion |
||||||||
Other non-current liabilities |
||||||||
Total liabilities |
||||||||
Commitments and Contingencies (Note 12) |
||||||||
TEMPORARY EQUITY |
||||||||
Series A convertible preferred stock, $ |
||||||||
Series B convertible preferred stock, $ |
||||||||
Total temporary equity |
||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||
Founders convertible preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
Total liabilities, temporary equity and stockholders’ equity (deficit) |
$ | $ |
For The Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Operating expenses: |
||||||||||||
Research and development |
$ | $ | $ | |||||||||
Sales and marketing |
||||||||||||
General and administrative |
||||||||||||
Total operating loss |
( |
) | ( |
) | ( |
) | ||||||
Interest expense, net |
( |
) | ( |
) | ( |
) | ||||||
Other income, net |
||||||||||||
Loss on extinguishment of convertible notes |
( |
) | ||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
( |
) | ||||||||||
Loss before taxes |
( |
) | ( |
) | ( |
) | ||||||
Income tax benefit |
( |
) | ||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustment to redemption value on Convertible Preferred Stock |
( |
) | ||||||||||
Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Net loss per share: |
||||||||||||
Weighted average number of shares of Class A common stock outstanding — basic and diluted |
||||||||||||
Net loss per share of Class A common stock — basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average number of shares of Class B common stock outstanding — basic and diluted |
||||||||||||
Net loss per share of Class B common stock — basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
Temporary Equity |
Permanent Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Class A Common Stock ( New Astra) |
Class B Common Stock (New Astra) |
Founders Preferred Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018 (as previously reported) |
$ | $ | — | — | $ | — | — | $ | — | $ | — | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization |
( |
) | — | ( |
) | — | — | — | — | ( |
) | ( |
) | — | — | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018, effect of reverse recapitalization (refer to Note 3) |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible notes |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible notes attributable to related parties |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||
Cumulative effect adjustment due to adoption of ASU 2020-06 |
— | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) |
Temporary Equity |
Permanent Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Class A Common Stock ( New Astra) |
Class B Common Stock (New Astra) |
Founders Preferred Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series C Convertible Preferred Stock, net of issuance costs |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock |
— | — | — | — | — | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock |
— | — | — | — | — | — | — | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||||||
Merger recapitalization- Class A |
( |
) | ( |
) | ( |
) | ( |
) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Merger recapitalization- Class B |
— | — | ( |
) | ( |
) | — | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||||
Private offering and merger financing, net of redemptions and equity issuance costs of $ |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock upon the acquisition of Apollo Fusion, Inc. |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock upon settlement of warrants |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock |
— | — | — | — | — | ( |
) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
— | $ | — | — | $ | — | $ | $ | — | $ | — | $ | $ | ( |
) | $ |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to cash flows used in operating activities |
||||||||||||
Stock-based compensation |
||||||||||||
Depreciation |
||||||||||||
Amortization of intangible assets |
||||||||||||
Inventory net realizable value write downs |
||||||||||||
Non-cash lease expense |
||||||||||||
Deferred income taxes (benefit) |
( |
) | ||||||||||
Gain on change in fair value of public and private placement of warrants |
( |
) | ||||||||||
Gain on forgiveness of PPP note |
( |
) | ||||||||||
Gain on change in fair value of contingent consideration |
( |
) | ||||||||||
Loss on extinguishment of convertible notes |
||||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
||||||||||||
Amortization of convertible note discounts |
||||||||||||
Amortization of convertible note discounts attributable to related parties |
||||||||||||
(Gain) loss on mark to market derivatives |
( |
) | ||||||||||
(Gain) loss on mark to market derivatives attributable to related parties |
( |
) | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Trade accounts receivable |
( |
) | ||||||||||
Inventories |
( |
) | ( |
) | ||||||||
Prepaid and other current assets |
( |
) | ( |
) | ||||||||
Other non-current assets |
( |
) | ||||||||||
Accounts payable |
( |
) | ||||||||||
Lease liabilities |
( |
) | ||||||||||
Accrued expenses and other current liabilities |
( |
) | ||||||||||
Other non-current liabilities |
( |
) | ( |
) | ||||||||
Net cash used in operating activities |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Cash flows from investing activities: |
||||||||||||
Acquisition of Apollo, net of cash acquired |
( |
) | ||||||||||
Acquisition of trademark |
( |
) | ||||||||||
Purchases of property, plant and equipment |
( |
) | ( |
) | ( |
) | ||||||
Net cash used in investing activities |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Cash flows from financing activities: |
||||||||||||
Settlement of public and private placement of warrants |
( |
) | ||||||||||
Proceeds from business combination and private offering, net of transaction costs of $ |
||||||||||||
Borrowings on Pendrell bridge loan |
||||||||||||
Repayment on Pendrell bridge loan |
( |
) | ||||||||||
Proceeds from issuance of Series C preferred stock |
||||||||||||
Issuance cost of Series C preferred stock |
( |
) | ||||||||||
Proceeds from issuance of convertible notes |
||||||||||||
Proceeds from issuance of convertible notes to related parties |
||||||||||||
Borrowings on term loans |
||||||||||||
Repayments on term loans |
( |
) | ( |
) | ||||||||
Borrowings on equipment advances |
||||||||||||
Repayments on equipment advances |
( |
) | ( |
) | ( |
) | ||||||
Borrowings on economic injury disaster loan |
||||||||||||
Repayments on economic injury disaster loan |
( |
) | ||||||||||
Borrowings on paycheck protection program loan |
||||||||||||
Proceeds from stock issued under equity plans |
||||||||||||
Proceeds from Employee Stock Purchase Plan |
||||||||||||
Net cash provided by financing activities |
$ | $ | $ | |||||||||
Net increase (decrease) in cash and cash equivalents |
$ | $ | $ | ( |
) | |||||||
Cash and cash equivalents at beginning of period |
||||||||||||
Cash and cash equivalents at end of period |
$ | $ | $ | |||||||||
Non-cash activities: |
||||||||||||
Conversion of Series A, Series B, Series C, and Founders’ convertible preferred into common stock |
$ | $ | $ | |||||||||
Assets acquired included in accounts payable and accrued expenses and other current liabilities |
||||||||||||
Public and private placement of warrants acquired as part of business combination |
||||||||||||
Conversion of public and private placement of warrants into Class A common stock |
||||||||||||
Change in redemption value of Convertible Preferred Stock |
||||||||||||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. |
||||||||||||
Fair value of contingent consideration provided upon acquisition of Apollo Fusion, Inc. |
||||||||||||
Kodiak Spaceport financing obligation |
||||||||||||
Supplemental disclosures of cash flow information: |
||||||||||||
Cash paid for interest |
$ | $ | $ |
• | the equity holders of pre-combination Astra hold the majority of voting rights in the Company; |
• | the board of directors of pre-combination Astra represent a majority of the members of the board of directors of the Company; |
• | the senior management of pre-combination Astra became the senior management of the Company; and |
• | the operations of pre-combination Astra comprise the ongoing operations of the Company. |
Asset Class |
Estimated useful life | |
Leasehold improvements |
| |
Research and development equipment |
| |
Production equipment |
| |
Furniture and fixtures |
| |
Computer and software |
|
Level |
1 |
Level |
2 |
Level |
3 |
Purchase Consideration (in thousands) |
As Reported September 30, 2021 |
Measurement Period Adjustment |
As Adjusted Value |
|||||||||
Cash paid for outstanding Apollo common stock and options |
$ | $ | — | $ | ||||||||
Fair value of Astra Class A common stock issued |
— | |||||||||||
Fair value of contingent consideration |
( |
) | ||||||||||
Total purchase consideration |
( |
) | ||||||||||
Less: cash acquired |
— | |||||||||||
Total purchase consideration, net of cash acquired |
$ | $ | ( |
) | $ |
(in thousands) |
As Reported September 30, 2021 |
Adoption of ASU 2021-08 |
Measurement Period Adjustment |
As Adjusted Estimated Values |
||||||||||||
Inventory |
$ | $ | — | $ | — | $ | ||||||||||
Prepaid and other current assets |
||||||||||||||||
Property, plant and equipment |
||||||||||||||||
Right of use assets |
||||||||||||||||
Goodwill |
( |
) | ||||||||||||||
Intangible assets |
( |
) | ||||||||||||||
Other non-current assets |
||||||||||||||||
Total assets acquired |
( |
) | ||||||||||||||
Accounts payable |
( |
) | ( |
) | ||||||||||||
Accrued expenses and other current liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
Operating lease obligation |
( |
) | ( |
) | ||||||||||||
Other non-current liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
Total liabilities assumed |
( |
) | ( |
) | ( |
) | ||||||||||
Fair value of net assets acquired |
$ | $ | $ | ( |
) | $ |
Fair Value |
Weighted-Average Amortization Periods |
|||||||
(in thousands) |
(in years) |
|||||||
Developed technology |
$ | |||||||
Customer contracts and related relationships |
||||||||
Order backlog |
||||||||
Tradename |
||||||||
Total identified intangible assets |
$ |
For The Year Ended December 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Pro forma net revenue |
$ | $ | ||||||
Pro forma net loss and net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) |
Common stock of Holicity |
||||
Holicity founder shares |
||||
Shares issued in PIPE |
||||
Business Combination and PIPE shares |
||||
Pre-combination Astra shares |
||||
Total shares of Class A common stock immediately after Business Combination |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Raw materials |
$ | $ | ||||||
Work in progress |
||||||||
Finished goods |
||||||||
Inventories |
$ | $ |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Construction in progress |
$ | $ | ||||||
Computer and software |
||||||||
Leasehold improvements |
||||||||
Research and development equipment |
||||||||
Production equipment |
||||||||
Furniture and fixtures |
||||||||
Kodiak Spaceport |
||||||||
Total property, plant and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Property, plant and equipment, net |
$ | $ |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Employee compensation and benefits |
$ | $ | ||||||
Contract liabilities |
||||||||
Construction in progress related accruals |
||||||||
Accrued expenses |
||||||||
Other (miscellaneous) |
||||||||
Accrued expenses and other current liabilities |
$ | $ |
As Of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Fair value of contingent consideration |
$ | $ | ||||||
Contract liabilities |
||||||||
Other (miscellaneous) |
||||||||
Other non-current liabilities |
$ | $ |
For The Year Ended December 31, |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Gain on change in fair value of public and private placement of warrants |
$ | $ | $ | |||||||||
Gain on forgiveness of PPP note |
||||||||||||
Gain on change in fair value of contingent consideration |
||||||||||||
Gain (loss) on mark to market derivatives |
( |
) | ||||||||||
Other (miscellaneous) |
||||||||||||
Other income, net |
$ | $ | $ |
in thousands |
||||
Balance as of December 31, 2020 |
$ | |||
Apollo Merger |
||||
Balance as of December 31, 2021 |
$ |
in thousands |
Carrying Amount |
Accumulated Amortization |
Net Book Value |
|||||||||
As of December 31, 2021: |
||||||||||||
Definite-lived intangible assets |
||||||||||||
Developed technology |
$ | $ | $ | |||||||||
Customer contracts and related relationship |
||||||||||||
Order backlog |
||||||||||||
Trade names |
||||||||||||
Intangible assets subject to amortization |
||||||||||||
Indefinite-lived intangible assets |
||||||||||||
Trademarks |
— | |||||||||||
Total |
$ | $ | $ |
in thousands |
Expected Amortization Expense |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total intangible assets |
$ |
As of |
||||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
in thousands |
Principal |
Unamortized Discount |
Principal |
Unamortized Discount |
||||||||||||
Term loan |
$ | $ | $ | $ | ||||||||||||
Equipment advances |
||||||||||||||||
Paycheck Protection Program note |
||||||||||||||||
Convertible notes |
||||||||||||||||
Total debt |
||||||||||||||||
Less: debt discount |
( |
) | ||||||||||||||
Less: current portion |
( |
) | ||||||||||||||
Total long-term debt book value, net |
$ | $ |
in thousands |
Principal |
|||
Term Loan |
$ | |||
Equipment Advances – January 31, 2019 Issuance |
||||
Equipment Advances – April 29, 2019 Issuance |
||||
Equipment Advances – June 27, 2019 Issuance |
||||
Total |
$ |
Embedded Derivative in Convertible Notes |
||||||||
in thousands |
2021 |
2020 |
||||||
Balance – December 31 |
$ | $ | ||||||
Additions |
||||||||
Measurement adjustments |
( |
) | ||||||
Balance – December 31 |
$ | $ |
At Issuance |
June 2019 Convertible Notes |
October 2019 Convertible Notes |
Q4 2020 Convertible Notes |
|||||||||
Preferred stock value |
$ | $ | $ | |||||||||
Risk free rates |
% | % | % | |||||||||
Risk-adjusted discount rate |
% | % | % | |||||||||
Additional discount factor |
% | % | % | |||||||||
Preferred volatility |
% | % | % |
As of December 31, 2020 |
||||||||||||||||
Effective Conversion Price |
Fair Value of Series B Preferred Stock |
Number of Shares upon Conversion (pre-combination) |
BCF in thousands |
|||||||||||||
October 29, 2020 |
$ | $ | $ | |||||||||||||
November 12, 2020 |
||||||||||||||||
November 16, 2020 |
||||||||||||||||
November 19, 2020 |
||||||||||||||||
December 1, 2020 |
||||||||||||||||
December 11, 2020 |
||||||||||||||||
Total |
$ |
Maturity Date of June 10, 2021 |
||||||||
in thousands |
Principal |
Interest Rate |
||||||
June 10, 2019 |
$ | % | ||||||
June 12, 2019 |
% | |||||||
June 13, 2019 |
% | |||||||
July 19, 2019 |
% | |||||||
July 25, 2019 |
% | |||||||
Total |
$ |
Maturity Date of October 01, 2021 |
||||||||
in thousands |
Principal |
Interest Rate |
||||||
October 1, 2019 |
$ | % | ||||||
February 6, 2020 |
% | |||||||
February 12, 2020 |
% | |||||||
February 28, 2020 |
% | |||||||
October 29, 2020 |
% | |||||||
November 12, 2020 |
% | |||||||
November 16, 2020 |
% | |||||||
November 19, 2020 |
% | |||||||
December 1. 2020 |
% | |||||||
December 11, 2020 |
% | |||||||
Total |
$ |
As of December 31, |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Domestic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Foreign |
||||||||||||
Loss before income taxes |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
U.S. federal provision at statutory rate |
% | % | % | |||||||||
Tax credits |
||||||||||||
Non-deductible executive compensation |
( |
) | ||||||||||
Stock-based compensation |
( |
) | ||||||||||
Convertible notes |
( |
) | ( |
) | ||||||||
Fair value adjustment |
||||||||||||
Change in valuation allowance |
( |
) | ( |
) | ( |
) | ||||||
Other |
( |
) | ( |
) | ( |
) | ||||||
Effective tax rate |
% | % | % |
As of December 31, |
||||||||
in thousands |
2021 |
2020 |
||||||
Deferred tax assets: |
||||||||
Net operating loss carry forward |
$ | $ | ||||||
Tax credits |
||||||||
Stock-based compensation |
||||||||
Operating lease liabilities |
||||||||
Intangibles |
||||||||
Accruals and reserves |
||||||||
Total deferred tax assets |
||||||||
Deferred tax liabilities: |
||||||||
Fixed assets |
( |
) | ( |
) | ||||
Right-of-use |
( |
) | ||||||
Intangible assets |
( |
) | ||||||
Total deferred tax liabilities |
( |
) | ( |
) | ||||
Net deferred tax assets before valuation allowance |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Net deferred tax assets (liabilities) |
$ | $ |
Year Ended December 31 |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Unrecognized tax benefits as of the beginning of the year |
$ | $ | $ | |||||||||
Increases related to prior year tax provisions (acquisition) |
||||||||||||
Decrease related to prior year tax provisions |
( |
) | ||||||||||
Increase related to current year tax provisions |
||||||||||||
Statute lapse |
||||||||||||
Unrecognized tax benefits as of the end of the year |
$ | $ | $ |
in thousands |
For the Year Ended December 31, 2021 |
|||
Operating lease costs |
$ | |||
Finance lease costs: |
||||
Amortization of right-of-use |
||||
Interest on lease liabilities |
||||
Short-term lease costs |
||||
Variable lease costs |
||||
Sublease income |
||||
Total lease costs |
$ |
For the Year Ended December 31, 2021 |
||||
Cash paid for amounts included in the measurements of lease liabilities: |
||||
Operating cash inflows/(outflows) from operating leases |
$ | ( |
) | |
Operating cash inflows/(outflows) from finance leases |
||||
Financing cash inflows/(outflows) from finance leases |
||||
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use |
||||
Operating leases |
$ | |||
Finance leases |
Year Ended December 31, |
Operating Leases |
Finance Leases |
||||||
2022 |
$ | $ | ||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
Thereafter |
||||||||
Total future undiscounted minimum lease payments |
$ | $ | ||||||
Less: imputed Interest |
||||||||
Total reported lease liability |
$ | $ |
Year Ended December 31, |
Minimum Lease Commitment |
|||
(in thousands) | ||||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
Total |
$ |
Description |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market account |
$ | $ | $ | $ | ||||||||||||
Total financial assets |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Contingent consideration |
$ | $ | $ | $ | ||||||||||||
Total financial liabilities |
$ | $ | $ | $ |
in thousands |
Contingent Consideration |
|||
Fair value as of January 1, 2021 |
$ | |||
Recognition of contingent consideration liability upon acquisition |
||||
Gain on change in fair value included in other income, net |
||||
Fair value as of December 31, 2021 |
$ |
Contingent Consideration |
||||
Risk-free interest rate |
% | |||
Expected revenue volatility |
% | |||
Revenue discount rate |
% | |||
Discount rate |
% |
Series |
Shares Outstanding (pre-combination Astra) |
Liquidation Price Per Share |
Conversion Price Per Share |
Annual Noncumulative Dividend Rights Per Share |
||||||||||||
A |
$ | $ | $ | |||||||||||||
B |
||||||||||||||||
C |
||||||||||||||||
Total |
For The Year Ended December 31, |
||||||||||||
in thousands |
2021 |
2020 |
2019 |
|||||||||
Research and development |
$ | $ | $ | |||||||||
Sales and marketing |
||||||||||||
General and administrative |
||||||||||||
Stock-based compensation expense |
$ | $ | $ |
Merger Transaction |
Remaining Private |
|||||||
Time to event (in years) (1) |
||||||||
Scenario probability (2) |
% | % | ||||||
Discount for lack of marketability (3) |
% | % | ||||||
Market value per share (4) |
$ | $ | ||||||
Grant-date fair value |
$ | $ |
(1) | The time to event represents the estimated length of time to a merger or liquidation event. |
(2) | Scenario probability was estimated based on the Company’s merger or liquidation event assumptions on the valuation date. |
(3) | Discount for lack of marketability related to the merger transaction scenario was utilized to account for industry-standard lock period of founders and existing employees. Benchmark study approach and securities-based approaches are utilized to estimate the discount for lack of marketability for the remaining private scenario. |
(4) | The Company has assumed the cash purchase price for Series C preferred stock of $ |
No. of Options |
Weighted- Average Exercise Price |
Weighted- Average Remaining Term (in Years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding — December 31, 2020 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Forfeited |
( |
) | — | |||||||||||||
Expired |
( |
) | — | |||||||||||||
Outstanding — December 31, 2021 |
$ | $ | ||||||||||||||
Unvested — December 31, 2021 |
||||||||||||||||
Exercisable — December 31, 2021 |
Time Based Options |
Performance Based Stock Options | |||||||||
2021 |
2020 |
2019 |
2021 | |||||||
Expected terms (years) (1) |
- | |||||||||
Expected volatility (2) |
% | |||||||||
Risk-free interest rate (3) |
% | - |
- |
|||||||
Expected dividend rate (4) |
||||||||||
Grant-date fair value |
$ | $ |
$ |
$ |
(1) | The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. |
(2) | Expected volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. |
(3) | Risk-free interest was obtained from US treasury notes for the expected terms noted as of the valuation date. |
(4) | The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. |
Number of RSUs Outstanding |
Weighted-Average Grant Date Fair Value Per Share |
|||||||
Outstanding — December 31, 2020 |
— | $ | ||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Outstanding — December 31, 2021 |
$ |
For The Year Ended December 31, |
||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
(in thousands, except share and per share amounts) |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
||||||||||||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Adjustment to redemption value on Convertible Preferred Stock |
( |
) | ( |
) | ||||||||||||||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Basic weighted average common shares outstanding |
||||||||||||||||||||||||
Dilutive weighted average common shares outstanding |
||||||||||||||||||||||||
Loss per share attributable to common stockholders: |
||||||||||||||||||||||||
Basic and Diluted loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
As of December 31, |
||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||
Class A Common |
Class B Common |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
|||||||||||||||||||
Stock options |
||||||||||||||||||||||||
RSUs |
||||||||||||||||||||||||
Convertible Preferred Stock |
||||||||||||||||||||||||
Warrants |
||||||||||||||||||||||||
RSAs |
||||||||||||||||||||||||
Total |
As of |
||||||||
June 30, 2022 |
December 31, 2021 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Marketable securities |
||||||||
Trade accounts receivable |
||||||||
Inventories |
||||||||
Prepaid and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Non-current assets: |
||||||||
Property, plant and equipment, net |
||||||||
Right-of-use asset |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Other non-current assets |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Operating lease obligation, current portion |
||||||||
Accrued expenses and other current liabilities |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Non-current liabilities: |
||||||||
Operating lease obligation, net of current portion |
||||||||
Other non-current liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and Contingencies (Note 11) |
||||||||
STOCKHOLDERS’ EQUITY |
||||||||
Founders convertible preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid in capital |
||||||||
Accumulated other comprehensive loss |
( |
) | ||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ equity |
||||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
$ | $ | ||||||
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Revenues |
$ | $ | $ | $ | ||||||||||||
Cost of revenues |
||||||||||||||||
Gross loss |
( |
) | ( |
) | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
||||||||||||||||
Sales and marketing |
||||||||||||||||
General and administrative |
||||||||||||||||
Loss on change in fair value of contingent consideration |
||||||||||||||||
Total operating expenses |
||||||||||||||||
Operating loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest income (expense), net |
( |
) | ( |
) | ||||||||||||
Other income (expense), net |
( |
) | ( |
) | ( |
) | ||||||||||
Loss on extinguishment of convertible notes |
( |
) | ||||||||||||||
Loss on extinguishment of convertible notes attributable to related parties |
( |
) | ||||||||||||||
Loss before taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Income tax (benefit) provision |
||||||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Adjustment to redemption value on Convertible Preferred Stock |
( |
) | ||||||||||||||
Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Net loss per share: |
||||||||||||||||
Weighted average number of shares of Class A common stock outstanding – basic and diluted |
||||||||||||||||
Net loss per share of Class A common stock – basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Weighted average number of shares of Class B common stock outstanding – basic and diluted |
||||||||||||||||
Net loss per share of Class B common stock – basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
For The Three Months Ended June 30, |
For The Six Months Ended June 30, |
|||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other comprehensive loss: |
||||||||||||||||
Unrealized loss on available-for-sale marketable securities |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | $ | — | $ | ( |
) | $ | |||||||||||||||||||||||
Stock-based compensation |
— | — | ( |
) | — | — | — | |||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | — | — | |||||||||||||||||||||||||||
Unrealized loss on available-for-sale marketable securities |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of March 31, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Issuance of common stock under equity plans |
— | — | — | — | — | |||||||||||||||||||||||||||
Unrealized loss on available-for-sale marketable securities |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of June 30, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary Equity |
Permanent Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock (Pre-combination Astra) |
Class A Common Stock (New Astra) |
Class B Common Stock (New Astra) |
Founders Preferred Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||
Cumulative effect adjustment due to adoption of ASU 2020-06 |
— | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercise of options |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Series C Convertible Preferred Stock, net of issuance costs |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock |
— | — | — | — | — | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock |
— | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance as of March 31, 2021 |
$ | $ | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercise of options |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock |
— | ( |
) | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Merger recapitalization - Class A |
( |
) | ( |
) | ( |
) | ( |
) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Merger recapitalization - Class B |
— | — | ( |
) | ( |
) | — | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||||
Private offering and merger financing, net of redemptions and equity issuance costs of $ |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance as of June 30, 2021 |
— | $ | — | — | $ | — | $ | $ | — | $ | — | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||
2022 |
2021 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to cash flows used in operating activities |
||||||||
Stock-based compensation |
||||||||
Depreciation |
||||||||
Amortization of intangible assets |
||||||||
Inventory write-downs |
||||||||
Non-cash lease expense |
||||||||
Accretion (amortization) of marketable securities purchased at a premium (discount) |
||||||||
Loss on change in fair value of contingent consideration |
||||||||
Loss on extinguishment of convertible notes |
||||||||
Loss on extinguishment of convertible notes attributable to related parties |
||||||||
Amortization of convertible note discounts |
||||||||
Amortization of convertible note discounts attributable to related parties |
||||||||
Changes in operating assets and liabilities: |
||||||||
Trade accounts receivable |
( |
) | ||||||
Inventories |
( |
) | ( |
) | ||||
Prepaid and other current assets |
( |
) | ||||||
Other non-current assets |
( |
) | ||||||
Accounts payable |
||||||||
Lease liabilities |
( |
) | ( |
) | ||||
Accrued expenses and other current liabilities |
||||||||
Other non-current liabilities |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Acquisition of trademark |
( |
) | ( |
) | ||||
Purchases of marketable securities |
( |
) | ||||||
Maturities of marketable securities |
||||||||
Purchases of property, plant and equipment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from business combination and private offering, net of transaction costs of $ |
||||||||
Borrowings on Pendrell bridge loan |
||||||||
Repayment on Pendrell bridge loan |
( |
) | ||||||
Proceeds from issuance of Series C preferred stock |
||||||||
Issuance cost of Series C preferred stock |
( |
) | ||||||
Repayments on term loans |
( |
) | ||||||
Repayments on equipment advances |
( |
) | ||||||
Proceeds from stock issued under equity plans |
||||||||
Proceeds from Employee Stock Purchase Plan |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
$ | $ | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
$ | ( |
) | $ | ||||
Cash and cash equivalents at beginning of period |
||||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period |
$ | $ | ||||||
|
|
|
|
|||||
Non-cash activities: |
||||||||
Conversion of Series A, Series B, Series C, and Founders’ convertible preferred into common stock |
$ | $ | ||||||
Assets acquired included in accounts payable and accrued expenses and other current liabilities |
||||||||
Public and private placement of warrants acquired as part of business combination |
||||||||
Change in redemption value of Convertible Preferred Stock |
||||||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | $ |
• | the equity holders of pre-combination Astra hold the majority of voting rights in the Company; |
• | the board of directors of pre-combination Astra represent a majority of the members of the board of directors of the Company; |
• | the senior management of pre-combination Astra became the senior management of the Company; and |
• | the operations of pre-combination Astra comprise the ongoing operations of the Company. |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Launch services |
$ |
$ |
$ |
$ |
||||||||||||
Space products |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
$ | $ | — |
$ | $ | — |
||||||||||
|
|
|
|
|
|
|
|
Purchase Consideration (in thousands) |
||||
Cash paid for outstanding Apollo common stock and options |
$ |
|||
Fair value of Astra Class A common stock issued |
||||
Fair value of contingent consideration |
||||
Total purchase consideration |
||||
Less: cash acquired |
||||
Total purchase consideration, net of cash acquired |
$ |
|||
(in thousands) |
Fair Value |
|||
Inventory |
$ |
|||
Prepaid and other current assets |
||||
Property, plant and equipment |
||||
Right of use assets |
||||
Goodwill |
||||
Intangible assets |
||||
Other non-current assets |
||||
Total assets acquired |
||||
Accounts payable |
( |
) | ||
Accrued expenses and other current liabilities |
( |
) | ||
Operating lease obligation |
( |
) | ||
Other non-current liabilities |
( |
) | ||
Total liabilities assumed |
( |
) | ||
Fair value of net assets acquired |
$ |
|||
Fair Value (in thousands) |
Weighted-Average Amortization Periods (in years) |
|||||||
Developed technology |
$ | |||||||
Customer contracts and related relationships |
||||||||
Order backlog |
||||||||
Tradename |
||||||||
|
|
|||||||
Total identified intangible assets |
$ | |||||||
|
|
Common stock of Holicity |
||||
Holicity founder shares |
||||
Shares issued in PIPE |
||||
|
|
|||
Business Combination and PIPE shares |
||||
Pre-combination Astra shares |
||||
|
|
|||
Total shares of Class A common stock immediately after Business Combination |
||||
|
|
in thousands |
As of June 30, 2022 |
As of December 31, 2021 |
||||||
Raw materials |
$ |
$ |
||||||
Work in progress |
||||||||
Finished goods |
||||||||
Inventories |
$ |
$ |
||||||
in thousands |
As of June 30, 2022 |
As of December 31, 2021 |
||||||
Construction in progress |
$ |
$ |
||||||
Computer and software |
||||||||
Leasehold improvements |
||||||||
Research equipment |
||||||||
Production equipment |
||||||||
Furniture and fixtures |
||||||||
Total property, plant and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Property, plant and equipment, net |
$ | $ | ||||||
in thousands |
As of June 30, 2022 |
As of December 31, 2021 |
||||||
Employee compensation and benefits |
$ |
$ |
||||||
Contract liabilities, current portion |
||||||||
Fair value of contingent consideration, current portion |
||||||||
Construction in progress related accruals |
||||||||
Accrued expenses |
||||||||
Other (miscellaneous) |
||||||||
Accrued expenses and other current liabilities |
$ | $ | ||||||
in thousands |
As of June 30, 2022 |
As of December 31, 2021 |
||||||
Fair value of contingent consideration, net of current portion |
$ |
$ |
||||||
Contract liabilities, net of current portion |
||||||||
Other (miscellaneous) |
||||||||
Other non-current liabilities |
$ | $ | ||||||
in thousands |
Carrying Amount |
Accumulated Amortization |
Net Book Value |
|||||||||
As of June 30, 2022: |
||||||||||||
Definite-lived intangible assets |
||||||||||||
Developed technology |
$ |
$ |
$ |
|||||||||
Customer contracts and related relationship |
||||||||||||
Order backlog |
— | |||||||||||
Trade names |
||||||||||||
Intangible assets subject to amortization |
||||||||||||
Indefinite-lived intangible assets |
||||||||||||
Trademarks |
— | |||||||||||
Total |
$ |
$ |
$ |
|||||||||
in thousands |
Carrying Amount |
Accumulated Amortization |
Net Book Value |
|||||||||
As of December 31, 2021: |
||||||||||||
Definite-lived intangible assets |
||||||||||||
Developed technology |
$ |
$ |
$ |
|||||||||
Customer contracts and related relationship |
||||||||||||
Order backlog |
||||||||||||
Trade names |
||||||||||||
Intangible assets subject to amortization |
||||||||||||
Indefinite-lived intangible assets |
||||||||||||
Trademarks |
— | |||||||||||
Total |
$ |
$ |
$ |
|||||||||
in thousands |
Expected Amortization Expense |
|||
2022 (remainder) |
$ |
|||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total intangible assets |
$ |
|||
For the Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
in thousands |
2022 |
2021 |
2022 |
2021 |
||||||||||||
Cash paid for amounts included in the measurements of lease liabilities — operating cash flows |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Right-of-use |
$ |
— |
$ |
— |
$ |
$ |
— |
Operating Leases |
||||
2022 (remainder) |
$ |
|||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total future undiscounted minimum lease payments |
$ | |||
Less: imputed Interest |
||||
|
|
|||
Total reported lease liability |
$ |
As of June 30, 2022 |
||||||||||||||||
Description |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market account |
$ |
$ |
— |
$ |
— |
$ |
||||||||||
Marketable securities |
||||||||||||||||
US Treasury securities |
— | — | ||||||||||||||
Corporate debt securities |
— | — | ||||||||||||||
Commercial paper |
— | — | ||||||||||||||
Asset backed securities |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ |
$ |
$ |
— |
$ |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Contingent consideration |
$ |
— |
$ |
— |
$ |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ |
— |
$ |
— |
$ |
$ |
||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2021 |
||||||||||||||||
Description |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Assets |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market account |
$ |
$ |
— |
$ |
— |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ |
$ |
— |
$ |
— |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Contingent consideration |
$ |
— |
$ |
— |
$ |
$ |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ |
— |
$ |
— |
$ |
$ |
||||||||||
|
|
|
|
|
|
|
|
in thousands |
Contingent Consideration |
|||
Fair value as of December 31, 2021 |
$ | |||
|
|
|
|
|
Loss on change in fair value of contingent consideration |
||||
|
|
|||
Fair value as of June 30, 2022 |
$ | |||
|
|
As of June 30, 2022 |
As of December 31, 2021 |
|||||||
Risk-free interest rate |
% | % | ||||||
Expected revenue volatility |
% | % | ||||||
Revenue discount rate |
% | % | ||||||
Discount rate |
% | % |
As of June 30, 2022 |
||||||||||||
Description |
Amortized Cost |
Gross Unrealized Loss |
Fair Value |
|||||||||
U.S. Treasury securities |
$ |
$ |
( |
) |
$ |
|||||||
Corporate debt securities |
( |
) | ||||||||||
Commercial paper |
||||||||||||
Asset backed securities |
( |
) | ||||||||||
Total available-for-sale marketable securities |
$ | $ | ( |
) | $ | |||||||
June 30, 2022 |
||||||||
Fair Value |
Gross Unrealized Loss |
|||||||
U.S. Treasury securities |
||||||||
Less than 12 months |
$ | $ | ||||||
Total |
$ |
$ |
||||||
Corporate debt securities |
||||||||
Less than 12 months |
$ | $ | ||||||
Total |
$ |
$ |
||||||
Commercial paper |
||||||||
Less than 12 months |
$ | $ | ||||||
Total |
$ |
$ |
||||||
Asset backed securities |
||||||||
Less than 12 months |
$ | $ | ||||||
Greater than 12 months |
||||||||
Total |
$ |
$ |
||||||
As of June 30, 2022 |
||||||||
in thousands |
Amortized Cost |
Fair Value |
||||||
Due in 1 year or less |
$ |
$ | ||||||
Due in 1-2 years |
$ | $ |
Series |
Shares Outstanding (pre-combination Astra) |
Liquidation Price Per Share |
Conversion Price Per Share |
Annual Noncumulative Dividend Rights Per Share |
||||||||||||
A |
$ |
$ |
$ |
|||||||||||||
B |
||||||||||||||||
C |
||||||||||||||||
Total |
||||||||||||||||
|
|
For the Three Months Ended June 30, |
For The Six Months Ended June 30, |
|||||||||||||||
in thousands |
2022 |
2021 |
2022 |
2021 |
||||||||||||
Cost of revenues |
$ |
$ |
$ |
$ |
||||||||||||
Research and development |
||||||||||||||||
Sales and marketing |
||||||||||||||||
General and administrative |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Stock-based compensation expense |
$ |
$ |
$ |
$ |
||||||||||||
|
|
|
|
|
|
|
|
No. of Options |
Weighted- Average Exercise Price |
Weighted- Average Remaining Term (in Years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding — December 31, 2021 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Forfeited |
( |
) | ||||||||||||||
Expired |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding — June 30, 2022 |
$ | $ | ||||||||||||||
Unvested — June 30, 2022 |
$ | $ | ||||||||||||||
Exercisable — June 30, 2022 |
$ | $ |
Time Based Stock Options |
||||
Expected terms (years) (1) |
||||
Expected volatility (2) |
% | |||
Risk-free interest rate (3) |
% | |||
Expected dividend rate (4) |
||||
Grant-date fair value |
$ | |
(1) |
The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. |
(2) |
Expected volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. |
(3) |
Risk-free interest was obtained from US treasury notes for the expected terms noted as of the valuation date. |
(4) |
The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future. |
Number of RSUs Outstanding |
Weighted-Average Grant Date Fair Value Per Share |
|||||||
Outstanding — December 31, 2021 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
|
|
|
|
|||||
Outstanding — June 30, 2022 |
$ |
For The Three Months Ended June 30, |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
(in thousands, except share and per share amounts) |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
||||||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Adjustment to redemption value on Convertible Preferred Stock |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
|||||||||
Basic weighted average common shares outstanding |
||||||||||||||||
Dilutive weighted average common shares outstanding |
||||||||||||||||
Loss per share attributable to common stockholders: |
||||||||||||||||
Basic and Diluted loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
For The Six Months Ended June 30, |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
(in thousands, except share and per share amounts) |
Class A Common |
Class B Common |
Class A Common |
Class B Common |
||||||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Adjustment to redemption value on Convertible Preferred Stock |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributed to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
|||||||||
Basic weighted average common shares outstanding |
||||||||||||||||
Dilutive weighted average common shares outstanding |
||||||||||||||||
Loss per share attributable to common stockholders: |
||||||||||||||||
Basic and Diluted loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
As of June 30, |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
Class A Common |
Class B Common |
Class A Common |
Class B Common |
|||||||||||||
Stock options |
||||||||||||||||
RSUs |
||||||||||||||||
Convertible Preferred Stock |
||||||||||||||||
Warrants |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
||||||||||||||||
|
|
|
|
|
|
|
|
Item 13. |
Other Expenses of Issuance and Distribution. |
Securities and Exchange Commission registration fee |
$ | 4,034.00 | ||
Accounting fees and expenses |
$ | 275,000.00 | ||
Legal fees and expenses |
$ | 250,000.00 | ||
FINRA filing fees |
$ | 7,028.00 | ||
Financial printing and miscellaneous expenses |
$ | 75,000.00 | ||
Total |
$ | 611,062.00 |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits and Financial Statement Schedules. |
Exhibit Number |
Description |
Form |
SEC File No. |
Exhibit |
Filing Date |
|||||||||||||
10.13+ | Form of Performance Stock Option Award Agreement. | 8-K |
001-39426 |
10.1 | September 22, 2021 | |||||||||||||
10.14 | Investors’ Rights Agreement, dated February 2, 2020, by and among Holicity, Inc. Astra Space, Inc. and certain of its stockholders | S-4 |
333-255703 |
10.3 | May 3, 2021 | |||||||||||||
10.15 | Common Stock Purchase Agreement, dated August 2, 2022, between Astra Space, Inc. and B. Riley Principal Capital II, LLC. | 8-K |
001-39426 |
10.1 | August 2, 2022 | |||||||||||||
10.16 | Registration Rights Agreement, dated August 2, 2022, between Astra Space, Inc. and B. Riley Principal Capital II, LLC. | 8-K |
001-39426 |
10.2 | August 2, 2022 | |||||||||||||
16.1* | Letter of Grant Thornton LLP to the SEC dated August 26, 2022 | |||||||||||||||||
21.1 | Subsidiaries of Registrant | 10-K |
001-39426 |
21.1 | March 31, 2022 | |||||||||||||
23.1* | Consent of Grant Thornton LLP | |||||||||||||||||
24.1* | Power of Attorney (included on signature page of the initial filing of this Registration Statement) | |||||||||||||||||
101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||||||
107* | Calculation of Filing Fee Tables |
* | Filed herewith. |
** | Furnished herewith. |
+ | Indicates a management contract or compensatory plan, contract or arrangement in which directors or executive officers participate. |
Item 17. |
Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Astra Space, Inc. | ||
By: | /s/ Chris Kemp | |
Name: | Chris Kemp | |
Title: | Chief Executive Officer |
Signature |
Position |
Date | ||
/s/ Chris Kemp Chris Kemp |
Chief Executive Officer, President and Chairman of the Board |
August 26, 2022 | ||
/s/ Adam London Adam London |
Chief Technology Officer and Director |
August 26, 2022 | ||
/s/ Kelyn Brannon Kelyn Brannon |
Chief Financial Officer |
August 26, 2022 | ||
/s/ Michèle A. Flournoy Michèle A. Flournoy |
Director |
August 26, 2022 | ||
/s/ Michael Lehman Michael Lehman |
Director |
August 26, 2022 | ||
/s/ Lisa Nelson Lisa Nelson |
Director |
August 26, 2022 | ||
/s/ Scott Stanford Scott Stanford |
Director |
August 26, 2022 |