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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to _____________
Commission File Number: 001-39426
ASTRA SPACE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | 85-1270303 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1900 Skyhawk Street Alameda, CA | 94501 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (866) 278-7217
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share | | ASTR | | NASDAQ Global Select Market |
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
Emerging growth company | | ☐ | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of the last business day of the most recently completed second fiscal quarter, which was June 30, 2022, the aggregate market value of Class A common stock of the Registrant held by non-affiliates was approximately $232.7 million based on the closing sale price of $1.30 as reported on the NASDAQ Global Select Market.
As of March 24, 2023, the registrant had 215,232,209 shares of Class A common stock, $0.0001 par value per share, outstanding and 55,539,188 shares of Class B common stock, $0.0001 par value per share, outstanding.
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.
Auditor Info:
Name – PricewaterhouseCoopers LLP
Location – San Francisco, California
PCAOB Number – 238
EXPLANATORY NOTE
Astra Space, Inc. (the “Company,” “we”, “us”, or “our”) is filing this amendment (this “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), filed with the U.S. Securities and Exchange Commission (“the Commission”) on March 30, 2023, solely to make the following correction: Julie Cullivan's name is corrected from "Julie Sullivan" to "Julie Cullivan." This Amendment does not otherwise amend or modify the Form 10-K.
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
(a)The following were filed as part of the Annual Report on Form 10-K:
See Index to Financial Statements under Part II, Item 8 of the Annual Report on Form 10-K.
2.Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
The following Exhibits are filed as part of this Annual Report on Form 10-K/A.
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Astra Space, Inc. |
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Date: March 30, 2023 | | By: | /s/ Chris C. Kemp |
| | | Chris C. Kemp |
| | | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Chris C. Kemp and Axel Martinez, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature | | Title | | Date |
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/s/ Chris C. Kemp | | Chief Executive Officer and Chairman of the Board | | March 30, 2023 |
Chris C. Kemp | | (Principal Executive Officer) | | |
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/s/ Axel Martinez | | Chief Financial Officer | | March 30, 2023 |
Axel Martinez | | (Principal Financial and Accounting Officer) | | |
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/s/ Julie Cullivan | | Director | | March 30, 2023 |
Julie Cullivan | | | | |
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/s/ Michèle Flournoy | | Director | | March 30, 2023 |
Michèle Flournoy | | | | |
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/s/ Mike Lehman | | Director | | March 30, 2023 |
Mike Lehman | | | | |
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/s/ Adam London | | Director | | March 30, 2023 |
Adam London | | | | |
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/s/ Lisa Nelson | | Director | | March 30, 2023 |
Lisa Nelson | | | | |
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/s/ Scott Stanford | | Director | | March 30, 2023 |
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