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United States securities and exchange commission logo
May 27, 2021
Craig McCaw
Chief Executive Officer
Holicity Inc.
2300 Carillon Point
Kirkland, WA 98033
Re: Holicity Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 21, 2021
File No. 333-255703
Dear Mr. McCaw:
We have reviewed your amended 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 May
11, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Material U.S. Federal Income Tax Consequences, page 123
1. We note your response
to prior comment 5, but are unable to agree. In addition to
disclosure regarding
the exercise of redemption rights, please include a discussion of the
federal income tax
consequences of the transaction as required by Item 4(a)(6) of Form S-
4. We further 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. Please also include a tax opinion from counsel as
appropriate. Refer to
Item 4(a)(6) of Form S-4 and Item 601(b)(8) of Regulation S-K and
Section III.A of Staff
Legal Bulletin No. 19.
Craig McCaw
Holicity Inc.
May 27, 2021
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations
For The Three Months Ended March 31, 2021, page 136
2. We note that you have given pro forma effect to the exchange of Astra
preferred stock for
shares of New Astra common stock. Tell us how you considered making an
adjustment to
the Adjustment to Redemption Value on Convertible Preferred Stock line
item in the Pro
Forma Statement of Operations. Refer to Rule 11-02(a)(6)(i)(B) of
Regulation S-X.
Exhibit 5.1, page 1
3. Please have counsel revise its legal opinion to quantify the shares
being registered under
the registration statement, including the shares underlying the
warrants.
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 27, 2021 Page 2
cc: David Sakowitz
FirstName LastName