Astra Space Inc - Ordinary Shares (ASTR) SC 13G/A Astra Space / CANAAN X ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

ASTRA SPACE, INC.

(Name of Issuer)

CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

04634X 103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☑ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 04634X 103 SCHEDULE 13G/A Page 2 of 7 Pages

1.	NAMES OF REPORTING PERSONS   Canaan X L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION    Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   16,489,668
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   16,489,668
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,489,668
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   8.2%(1)
12.	TYPE OF REPORTING PERSON   PN

(1) For purposes of calculating beneficial ownership in this statement on Schedule 13G, the total number of shares of Class A Common Stock outstanding as of November 12, 2021 is 202,076,073 as set forth in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2021, as filed by the Issuer with the Securities and Exchange Commission on November 15, 2021.

CUSIP No. 04634X 103 SCHEDULE 13G/A Page 3 of 7 Pages

1.	NAMES OF REPORTING PERSONS   Canaan Partners X LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   16,489,668
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE POWER   16,489,668
	8.	SHARED DISPOSITIVE POWER   0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,489,668
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   8.2%(1)
12.	TYPE OF REPORTING PERSON   OO

CUSIP No. 04634X 103 SCHEDULE 13G/A Page 4 of 7 Pages

Item 1.		Issuer
	(a)	Name of Issuer:
		Astra Space, Inc. (f/k/a Holicity, Inc.) (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices:
		1900 Skyhawk Street Alameda, CA 94501
Item 2.		Filing Person
	(a)–(c)	Name of Persons Filing; Address; Citizenship:
		(i)Canaan X L.P., a Cayman Islands limited partnership (the “Fund”); and (ii)Canaan Partners X LLC, a Delaware limited liability company (the “General Partner”). The address of the principal business office of each of the reporting persons is 285 Riverside Avenue, Suite 250, Westport, Connecticut 06880.
	(d)	Title of Class of Securities:
		Class A Common Stock, $0.0001 par value per share, (the “Common Stock”)
	(e)	CUSIP Number: 04634X 103

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	☐	Broker or dealer registered under Section 15 of the Act;
	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
		If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 04634X 103 SCHEDULE 13G/A Page 5 of 7 Pages

Item 4.	Ownership.
	(a) and (b)	Amount beneficially owned:
		(i)	The Fund directly owns 16,489,668 shares of Common Stock, which represents approximately 8.2% of the outstanding shares of Common Stock.
		(ii)	The General Partner is the general partner of the Fund and may be deemed to beneficially own 16,489,668 shares of Common Stock, which represents approximately 8.2% of the outstanding shares of Common Stock.
	(c)	Number of shares as to which such person has:

	Number of Common Stock
Reporting Person	(i)	(ii)	(iii)	(iv)
Canaan X L.P.	16,489,668	0	16,489,668	0
Canaan Partners X LLC	16,489,668	0	16,489,668	0
(i) Sole power to vote or direct the vote (ii)  Shared power to vote or to direct the vote (iii)  Sole power to dispose or to direct the disposition of (iv) Shared power to dispose or to direct the disposition of
For purposes of calculating beneficial ownership in this statement on Schedule 13G, the total number of shares of Class A Common Stock outstanding as of November 12, 2021 is 202,076,073 as set forth in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2021, as filed by the Issuer with the Securities and Exchange Commission on November 15, 2021.

Item 5.	Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
Item 6.	Ownership of More than Five Percent on Behalf of Another Person. Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable.
Item 8.	Identification and Classification of Members of the Group. Not applicable.
Item 9.	Notice of Dissolution of Group. Not applicable.
Item 10.	Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 04634X 103 SCHEDULE 13G/A Page 6 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 27, 2022

CANAAN X L.P.
By: CANAAN PARTNERS X LLC, its General Partner
By:	/s/ Nancy Levenson
	Nancy Levenson, Attorney-in-Fact
CANAAN PARTNERS X LLC
By:	/s/ Nancy Levenson
	Nancy Levenson, Attorney-in-Fact

CUSIP No. 04634X 103 SCHEDULE 13G/A Page 7 of 7 Pages

EXHIBIT INDEX

Exhibit

24 Power of Attorney

99.1 Joint Filing Statement