Filed Pursuant to Rule (424)(b)(3)
Registration No. 333-257930
PROSPECTUS SUPPLEMENT NO. 10
(to Prospectus dated August 12, 2021)
ASTRA SPACE, INC.
Primary Offering Of
15,333,303 Shares of Common Stock
Secondary Offering of
189,026,575 Shares of Common Stock
5,333,333 Warrants to Purchase Common Stock
This prospectus supplement amends and supplements the prospectus dated August 12, 2021 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-257930). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 12, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of (i) 9,999,970 shares of our Class A common stock that may be issued upon exercise of warrants to purchase Class A common stock at an exercise price of $11.50 per share (the “public warrants”) issued by Holicity Inc. (“Holicity”) in its initial public offering; and (ii) 5,333,333 shares of our Class A common stock that may be issued upon exercise of private placement warrants at an exercise price of $11.50 per share that were originally sold to X-icity Holdings Corporation (the “Sponsor”) in a private placement consummated simultaneously with Holicity’s IPO (the “private placement warrants” and, together with the public warrants, the “warrants”).
The Prospectus and this prospectus supplement also relate to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the “Selling Securityholders”), or any of their permitted transferees, of (i) 5,333,333 private placement warrants; (ii) up to an aggregate of 5,333,333 shares of our Class A common stock that may be issued upon exercise of the private placement warrants held by the Selling Securityholders; (iii) up to an aggregate of 20,000,000 shares of our Class A common stock that were issued to certain investors (collectively, the “PIPE Investors”) in a private placement in connection with the closing of the Business Combination (as defined herein); (iv) 7,500,000 shares of Class A common stock issued to the Sponsor prior to Holicity’s initial public offering and registered for sale by the Selling Securityholders; (v) up to an aggregate of 92,277,793 shares of Class A common stock that were issued to certain affiliates of Astra (collectively, the “Astra Affiliates”) pursuant to the Business Combination Agreement (as defined herein); (vi) up to an aggregate 56,239,188 shares of Class A common stock issuable upon conversion (on a one-for-one basis) of shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock”) held by certain Selling Securityholders and (vii) up to an aggregate of 7,676,261 shares of our Class A common stock issued in connection with our acquisition of Apollo Fusion, Inc. (“Apollo Fusion”), which closed on July 1, 2021 comprised of (x) 2,558,744 shares of our Class A common stock (the “Initial Apollo Shares”) issued to certain of the Selling Securityholders on July 1, 2021, in connection with our merger with Apollo Fusion, Inc. (“Apollo Fusion”) and (y) 5,117,517 additional shares of our Class A common stock (the “Additional Apollo Shares”) which may be issued to certain of the Selling Securityholders assuming (a) the achievement of all remaining performance milestones set forth in the Apollo Fusion Merger Agreement (as defined herein), (b) we elect to pay all future milestone consideration in shares of our Class A common stock as required by the terms the Apollo Fusion Merger Agreement, and (c) the per share price used to calculate the number of shares of our Class A common stock to be issued is $11.7243, which is the same per share price used to calculate the number of Initial Shares issued to the Selling Securityholders. The Additional Shares have not been earned and are not currently outstanding. The actual number of Additional Shares issued to the selling stockholders could be materially greater or less than 5,117,517 shares of Class A common stock depending whether and to what extent the future performance milestones are met and/or the actual average closing price of our Class A common stock at the time such milestones are achieved. The Prospectus and this prospectus supplement also cover any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.
Our common stock and warrants are listed on Nasdaq under the symbols “ASTR” and “ASTRW”, respectively. On October 8, 2021, the closing price of our common stock was $7.83 per share and the closing price of our warrants was $2.2 per share.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 12, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2021
Astra Space, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39426 | 14-1916687 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1900 Skyhawk Street Alameda, California | 94501 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (866) 278-7217
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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 | ||
| Warrants to purchase one share of common stock, each at an exercise price of $11.50 | ASTRW | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 8.01 Other Events.
On October 12, 2021, we issued a press release announcing commercial orbital launch on behalf of the United States Space Force during a launch window divided into two segments. The first launch window begins on October 27, 2021 and ends on October 31, 2021. The second launch window begins on November 5, 2021 and ends on November 12, 2021. We also announced the findings of our investigation of the engine abort during the August 28, 2021 launch. We continue to lead the LV0006 investigation in collaboration with the Federal Aviation Administration (“FAA”). A copy of our press release is filed as Exhibit 99.1 hereto.
When we use the phrase “commercial orbital launch”, we mean a launch conducted under an FAA commercial launch license.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 12, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Date: October 12, 2021 | Astra Space, Inc. | |||||
| By: | /s/ Chris Kemp | |||||
| Name: | Chris Kemp | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Astra Announces LV0007 Launch Window for the United States Space Force
Source of LV0006 engine abort discovered and design changes implemented
ALAMEDA, California. October 12, 2021– Astra Space, Inc. (“Astra”) (Nasdaq: ASTR) today announced a commercial orbital launch on behalf of the United States Space Force. The launch vehicle, LV0007, will carry a test payload for the Space Test Program’s second mission STP-27AD2. The launch window is divided into two segments: the first segment is open from October 27, 2021 through October 31, 2021, and the second is open from November 5, 2021 through November 12, 2021. LV0007 will launch from the Astra Spaceport in Kodiak, Alaska.
Astra also announced findings from its investigation of the engine abort during the August 28, 2021 launch of LV0006. During liftoff, fuel and liquid oxygen leaked from the propellant supply system attached to LV0006. The leaked propellants mixed and ignited, which disabled one of the five first-stage engines.
Astra analyzed the cause of the anomaly, and implemented the following design changes in LV0007:
| • | The propellant supply system was reconfigured to reposition the fuel supply and liquid oxygen supply so that even if both were to leak again, they would not mix. |
| • | The propellant supply mechanism was modified and requalified to reduce the risk of leaks in the future. |
| • | Verification procedures have been improved for design and operational processes. |
Astra continues to lead the LV0006 investigation in collaboration with the Federal Aviation Administration (FAA).
“Data from the two-and-a-half minute flight provided valuable insights that we have incorporated into LV0007 and future launch vehicles,” said Chris Kemp, Founder, Chairman and CEO of Astra. “Our team is looking forward to returning to flight and learning more about our launch system – consistent with our launch and learn philosophy.”
Astra will be sharing the launch livestream at Astra.com/livestream and will be providing updates on our Twitter account: @astra.
About Astra Space, Inc.
Astra’s mission is to improve life on Earth from space by creating a healthier and more connected planet. Astra’s first flight to space was within 4 years of its inception, making it the fastest company to reach space. Visit www.astra.com to learn more about Astra.
Safe Harbor Statement
Certain statements made in this press release are “forward-looking statements”. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) our failure to meet projected development targets, including as a result of the decisions of governmental authorities or other third parties not within our control; (ii) changes in applicable laws or regulations; (iii) the ability of Astra to meet its financial and strategic goals, due to, among other things, competition; (iv) the ability of Astra to pursue a growth strategy and manage growth profitability; (v) the possibility
that Astra may be adversely affected by other economic, business, and/or competitive factors; (vi) the effect of the COVID-19 pandemic on Astra and (vii) other risks and uncertainties discussed from time to time in our other public filings with the Securities and Exchange Commission.
When we use the phrase “commercial orbital launch”, we mean a launch conducted under an FAA commercial launch license.
Investor Contact:
Dane Lewis
dane@astra.com
Media Contact:
Kati Dahm
kati@astra.com
