| Item 7.01. | Regulation FD Disclosure. |
On July 1, 2021, following the consummation of the previously-announced business combination the (“Business Combination”) between Astra Space, Inc. (now known as Astra Space Operations, Inc.), a Delaware corporation (“Old Astra”) and Holicity Inc., a Delaware corporation (pursuant to which Holicity Inc. changed its name to “Astra Space, Inc.” (“New Astra”)), Old Astra, as a wholly-owned subsidiary of New Astra, consummated the previously announced transaction (the “closing”) with Apollo Fusion, Inc., a designer and builder of thruster propulsion systems for satellite programs (“Apollo”), Artemis First Merger Sub, Inc. (“Merger Sub 1”), Apollo Fusion, LLC (“Merger Sub 2”) and the holders’ representative named therein (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub 1 merged with and into Apollo, then Apollo merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and as a wholly owned, indirect subsidiary of New Astra (the “Mergers”).
At the closing, Old Astra paid $20,000,000 of cash consideration (subject to customary adjustments) to holders of Apollo’s equity securities and outstanding options, and New Astra issued $30,000,000 in shares of its Class A Common Stock at a reference price per share equal to the then volume weighted average trading price over a 5-trading day period prior to the business day prior to the closing, to the holders of Apollo equity securities and outstanding options. In addition, up to an additional $15,000,000 of cash consideration and $60,000,000 of Class A Common Stock of New Astra, at a reference price per share equal to the then volume weighted average trading price over a 5-trading day period prior to the business day prior to issuance, will be issuable to the former holders of Apollo’s equity securities and outstanding options, provided certain customer revenue-based milestones are achieved prior to December 31, 2023.
An additional $10,000,000 of cash and $10,000,000 of Class A Common Stock of New Astra, at a reference price per share equal to the then volume weighted average trading price over a 5-trading day period prior to the business day prior to issuance, will be issued or issuable to employees of Apollo that join Old Astra, subject to certain performance-based milestones and other vesting provisions.
All shares issued or issuable pursuant to the foregoing transaction are expected to be included in a registration statement filed by New Astra following the closing.
The foregoing summary of the Merger Agreement and the Mergers does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement. The Merger Agreement contains representations, warranties and covenants that the parties to the Merger Agreement made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contacting parties (including being qualified by confidential discussion made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the New Astra’s public disclosures.
The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of New Astra under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.
