United States securities and exchange commission logo
May 11, 2021
Craig McCaw
Chief Executive Officer
Holicity Inc.
2300 Carillon Point
Kirkland, WA 98033
Re: Holicity Inc.
Registration
Statement on Form S-4
Filed May 3, 2021
File No. 333-255703
Dear Mr. McCaw:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
15, 2021 letter.
Registration Statement on Form S-4
Prospectus Cover Page, page 1
1. We note your revised
disclosure in response to prior comment 1 states that immediately
following consummation
of the Business Combination, Astra s current stockholders will
have, under both the no
redemption and maximum redemption scenarios, over 95% of the
voting interest in New
Astra. However, we also note your revised disclosure on page 29
states that Astra's
current stockholders will have the greatest voting interest in the
combined entity under
the no and maximum redemption scenarios with over 92% of the
voting interest in each
scenario. Please advise or revise.
Craig McCaw
FirstName LastNameCraig McCaw
Holicity Inc.
Comapany
May NameHolicity Inc.
11, 2021
May 11,
Page 2 2021 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus
Holicity's Board of Directors' Reasons for Approval of the Business Combination
Compelling Contracted Revenue and Pipeline, page 23
2. We note your revised disclosure in response to prior comment 6
reflects that Astra
considers any potential customer with which it has had contract
discussions or
negotiations to be an active opportunity. We also note your disclosure
on page 146 that
you expect a portion of your $1.2 billion pipeline of potential
contracts to convert over the
coming months and accelerate following successful execution of
near-term launches.
Please revise to include balancing disclosure in your summary section
here and include a
risk factor to address the risk to your investors that you may not be
able to develop or
execute your $1.2 billion pipeline of potential contracts.
Background of the Business Combination, page 70
3. Please expand your disclosure to discuss the key metrics used in the
publicly traded
comparable companies and comparable transactions analysis. In this
regard, we note such
metrics were discussed by Deutsche Bank, Mr. Russell and other
representatives of
Holicity on December 18, 2020 and your disclosure on page 73 states
that the Minimum
Cash Condition was determined in part with data provided by Deutsche
Bank
benchmarking precedent transactions. We also note the information
contained in an
investor presentation filed as Exhibit 99.2 to your Form 8-K filed on
February 2, 2021.
4. We note your response to prior comment 13 and reissue in part. Please
revise to include
enhanced disclosures on the reasons for selecting the comparable
companies and
transactions, including the comparable enterprise valuations and
multiples considered.
Additionally, disclose the reasons for selecting the comparable
companies and
transactions that do not apparently appear related to the space
industry.
Material U.S. Federal Income Tax Considerations, page 202
5. We note your response to prior comment 23. Please revise to discuss
the material tax
consequences of the merger and related transactions to Holicity's
shareholders. In this
regard, we note that Section 8.04(b) of the merger agreement indicates
that the parties
intend for the merger to constitute a tax free "reorganization" within
the meaning of
Section 368(a) of the Code or that the merger and related transactions
that qualify as a tax
free transaction under Section 351. If you believe the business
combination will be tax
free, please disclose an opinion of counsel that supports this
conclusion. Refer to Items
3(k) and 4(a)(6) of Form S-4 and Item 601(b)(8) of Regulation S-K and
Staff Legal
Bulletin No. 19.
Craig McCaw
FirstName LastNameCraig McCaw
Holicity Inc.
Comapany
May NameHolicity Inc.
11, 2021
May 11,
Page 3 2021 Page 3
FirstName LastName
Astra Space, Inc.
Notes to Consolidated Financial Statements
Note 10 - Stock-based Compensation, page F-53
6. We note that you granted 7,000,000 shares of Class A common stock in
2020 to key
executives for services previously rendered. The grant date fair value
of these shares was
$31.4 million and this entire amount was recognized as compensation
expense within
general and administrative expenses. Please expand your disclosure to
further describe
the nature of these awards, and how you determined the fair value of
the shares, as well as
the underlying basis for the assumptions used. Refer to ASC
718-10-50-1 and 2.
General
7. We note your proxy/prospectus cover page indicates that you are
registering 15,333,311
shares underlying warrants to acquire shares of Holicity Class A
common stock. Please
ensure your registration fee table includes all of the shares of
common stock that you state
will be issued on your joint proxy/prospectus cover page.
8. We note that in connection with the restatement to account for the
warrants as liabilities,
Holicity's management reassessed the effectiveness of the company's
disclosure controls
and procedures as of December 31, 2020. As a result of that
reassessment, management
determined that Holicity's disclosure controls and procedures as of
December 31, 2020
were not effective solely as a result of its classification of the
warrants as components of
equity instead of as derivative liabilities. Please revise to include
a related risk factor in
the registration statement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Craig McCaw
Holicity Inc.
May 11, 2021
Page 4
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Kimberly
Calder,
Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.
Sincerely,
FirstName LastNameCraig McCaw
Division of
Corporation Finance
Comapany NameHolicity Inc.
Office of Energy &
Transportation
May 11, 2021 Page 4
cc: David Sakowitz
FirstName LastName