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CUSIP No. Not Applicable | | | | Page 3 of 5 Pages |
SCHEDULE 13D
Item 1. | Security and Issuer. |
This Statement on Schedule 13D (this “Schedule 13D”) relates to Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of Astra Space, Inc. (the “Issuer”), the principal executive offices of which are located at 1900 Skyhawk Street Alameda, CA 94501.
Prior to the Business Combination (as defined below), the Issuer was known as Holicity Inc., a Delaware corporation (“Holicity”).
Item 2. | Identity and Background. |
(a) This Schedule 13D is filed on behalf of Mr. Adam London (the “Reporting Person”).
(b) The principal business address of the Reporting Person is 1900 Skyhawk Street Alameda, CA 9450.
(c) The present principal occupation of the Reporting Person is Director and Chief Technology Officer of the Issuer.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. | Source and Amount of Funds or Other Consideration. |
The Reporting Person is deemed to beneficially own 29,143,555 shares of Class B Common Stock of the Issuer as reflected in this Schedule 13D.
Item 4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting Person. Pursuant to the Merger Agreement, upon consummation of the Business Combination, the shares of Class B common stock of Astra Space, Inc., a Delaware corporation (“Legacy Astra”) beneficially owned by the Reporting Person were automatically converted into shares of Class B Common Stock of the Issuer.
Item 4. | Purpose of Transaction. |
On June 30, 2021 (the “Closing Date”), the Issuer consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of February 2, 2021 (as amended and/or restated from time to time , the “Merger Agreement”), by and among the Issuer, Holicity Merger Sub, Inc., a newly-formed Delaware corporation (‘‘Merger Sub”), and Legacy Astra. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Astra, with Legacy Astra surviving the merger as a wholly owned subsidiary of the Issuer (the “Business Combination”). As a result of the Business Combination, Legacy Astra became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Astra becoming stockholders of the Issuer and each outstanding share of common stock and preferred stock of Legacy Astra was cancelled and extinguished and collectively converted into the right to receive shares of common stock of the Issuer in accordance with the Merger Agreement. Upon the consummation of the Business Combination, Holicity changed its name to “Astra Space, Inc.”.