UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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 1.02 Termination of a Material Definitive Agreement.
On April 13, 2020, we received an unsecured loan in the amount of $4.850 million (the “PPP Loan”) from Silicon Valley Bank under the Paycheck Protection Program. On August 24, 2021, we received notice from Silicon Valley Bank that the Small Business Administration has approved our application for forgiveness of the PPP Loan in the full amount of $4.850 million, plus interest of $65,475.
Item 8.01 Other Events.
On August 27, 2021, we attempted a test launch for the United States Space Force on its launch vehicle, LV0006. During our first attempt, all five engines ramped up to power slower than we would normally expect. Our launch vehicle is designed to detect this and automatically aborted the mission. We conducted a second launch attempt on August 28, 2021. Also, on August 28, 2021, we issued a a press release announcing the outcome of this launch attempt, which is our first commercial orbital launch. A copy of our press release is filed as Exhibit 99.1 hereto.
Prior to the opening of our launch window, our founder and chief technology officer, Adam London, was interviewed regarding the launch. A copy of his interview is available on our website at astra.com and is also filed as Exhibit 99.2 hereto.
On August 30, 2021, we posted slides comprising our investor presentation to our website at investor.astra.com. A copy of these slides is furnished as Exhibit 99.3 hereto and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
When we use the phrase “commercial orbital launch”, we mean a launch conducted under an FAA commercial launch license. Our commercial launch license allows us to launch small payloads on version 3 of our launch vehicle from the Pacific Spaceport complex in Kodiak, Alaska through March 9, 2026.
We use our website located at www.astra.com and the following social media accounts to provide updates to our investors and the public about Astra and its activities:
Twitter: @astra
LinkedIn: linkedin.com/company/astraspace
Instagram: instragram.com/astraspace
Glassdoor: glassdoor/com/ovcarlerview/working-at-astra-CA-EI_IE3317865.11,19.htm.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
99.1 |
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99.2 |
Question and Answer with Adam London dated August 26, 2021 |
99.3 |
Investor Presentation from August 2021 |
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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: August 30, 2021 |
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Astra Space, Inc. |
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/s/ Kelyn J. Brannon |
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Kelyn J. Brannon |
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Chief Financial Officer |
Exhibit 99.1
Astra Conducts Test Launch
Alameda, CA. August 28, 2021. Astra Space, Inc. (“Astra”) (Nasdaq: ASTR) conducted a test launch of its launch vehicle, LV0006.
The launch vehicle lifted off at 3:35PM PT on Saturday, August 28, 2021. One of the five main engines shut down less than one second after liftoff, causing the vehicle to slowly lift off the pad before resuming its trajectory. After approximately two minutes and thirty seconds of flight, the range issued an all engine-shutdown command, ending the flight. The vehicle achieved an altitude of approximately 50 kilometers, before safely returning to Earth.
“We regret that we were unable to accomplish all mission objectives for the U.S. Space Force; however, we captured a tremendous amount of data from this test flight,” said Chris Kemp, Founder, Chairman and CEO of Astra. “We will incorporate learnings from this test into future launch vehicles, including LV0007, which is currently in production.”
Astra has opened a mishap investigation and is working closely with the Federal Aviation Administration (FAA).
About Astra Space
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 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.
Media Contact:
Kati Dahm
kati@astra.com
DOCPROPERTY "DocID" \* MERGEFORMAT LEGAL\53984671\1
Investor Contact:
Dane Lewis
dane@astra.com
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Exhibit 99.2
Q+A with Dr. Adam London, Astra Founder and CTO
We caught up with Dr. Adam London, Astra Founder and CTO, ahead of the upcoming launch window for LV0006, Astra’s third generation rocket, which begins on August 27, 2021. Keep reading to learn about our upgrades since the last launch and Astra's current goals as a company.
So, you’re about to launch LV0006 (also known as Rocket 3.3), Astra's third generation rocket.
What have you learned since the last launch, and how is this launch different?
The main goals for the launch of LV0006 are to demonstrate that we can deliver a test payload to an appropriate orbit, and gather data on the performance of the system in flight. With our last orbital launch attempt, everything worked quite well. We demonstrated we built a system capable of reaching orbit. But we didn’t quite get to that flight’s target orbit. We quickly realized what was going on and could have launched again sooner with minor changes. But, each flight is precious, and we wouldn’t learn as much as we could if we just fixed the issue. Given how well the rest of the system performed, we decided to complete the remaining planned upgrades, which resulted in Rocket 3.3 aka LV00006, the next version of our launch system. We’re excited to test and demonstrate its capability (and learn from it) in this coming launch!
Let’s talk about the milestones you’ve hit so far. This company has only been around for just under five years. What have you managed to accomplish since then?
It has been fast. I think objectively, we are the fastest company from founding to demonstrating a rocket capable of getting to orbit, having done so in four years. Part of that is that we are trying to do something a little bit different. We didn’t try to make and solve all the problems on the first go. We built a complete launch system for our first rocket, which we had ready about a year after we started. That allowed us to deploy the whole system and fly the first stage of an orbital-class rocket as quickly as possible. We met our minimum requirements and the learnings allowed us to make some improvements, and we flew Rocket 2, which was better at the end of 2018. In those first two years we realized we were building a rocket that wasn’t quite large enough, so we took all our learnings and built Rocket 3. Rocket 3 is a bigger rocket with an improved ground segment, and was built in a little over a year. We entered it in the DARPA challenge and flew two times last year. This year we’ve made some more upgrades based on the learnings from those flights, which we expect to increase performance and improve the system reliability.
Space is becoming an increasingly crowded industry. How does Astra distinguish itself from other companies in this arena?
The biggest differentiator in my mind is that our main priority is scale. Scale is the way in which you ultimately make a rocket system cost effective. Rockets are typically artisanal, crafted objects. You make one at a time, and they’re very complicated. But when you really get into it, they don’t need to be that complicated, particularly when you’re not flying people or critical national assets, and they don’t absolutely, positively have to work 100% of the time.
In many ways, the engineering that goes into a car is more than what goes into a rocket. But they’re able to make cars for tens of thousands of dollars. A Cessna airplane is also more complicated than a rocket. But it’s built in a factory, and they can make a few hundred of them a year for a few hundred thousand dollars each. You don’t find any rockets today that are that affordable. Astra was put together to figure out how you bridge that gap: how you make lots of rockets, so people can leverage easier and faster access to space to do great and interesting things.
Astra’s mission is to improve life on Earth. How does a space company do that?
To us, improving Earth means enabling humanity to use this very valuable real estate right above the surface of the planet to make life on Earth better. Our job is to make that as easy as possible. There are two main groups of applications to enable: observing, and connecting the planet. Observing the planet means understanding and identifying changes on Earth, as our customers Planet and Spire, as well as many others, are doing by providing data that allows people to learn about the earth and make better decisions. We can track deforestation, and where people are planting new forests. We can have a better understanding of what’s happening in fishing areas, and observe illegal fishing. One of our upcoming missions with NASA next year is for the TROPICS Mission. We’ll help launch 6 satellites that will orbit around the areas of latitude where hurricanes start. They will be on station for an entire hurricane season, and give us much more frequent data about how hurricanes evolve.
Connecting the planet means supporting the many companies that are working to bring communications from space to systems and locations that are not easily covered by conventional terrestrial systems. These kinds of systems range from small systems focused on low-data-rate connectivity of many devices to the large megaconstellations working to provide broadband to the entire earth. There are just a tremendous number of things that we can do in space.
What’s your end goal?
Our next objective is monthly, then weekly, and finally daily space delivery. It’s a little nuts. But if you have a satellite in orbit and it fails, you need to put another one back there quickly. Or if you want to launch a constellation of thousands of satellites, you don’t want to wait six months between launches. Our idea is by launching a few satellites nearly every day to precisely where they are needed, you can have a constellation deployed in a year or two, rather than five years.
Will you be nervous on launch day?
Whenever you make any changes to a system, you’re introducing the risk that you are wrong. The thing you change could be your undoing. We've done a lot of testing and risk analysis. But our collective experience is that one should be very humble with rockets.
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Tune in for the live stream of LV0006 with NASASpaceflight during our launch window, which starts as early as August 27, 2021. More details here.
Photo: LV0006 during static testing in August 2021.
Safe Harbor Statement
Certain statements made in this interview 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, including Astra’s failure to meet its projected launch targets, including the frequency of those launches. Please review Astra Space’s reports on file with the Securities and Exchange Commission for information about those risks and uncertainties that may cause Astra Space’s actual results to differ materially from its expectations or projections.
ASTRA (Nasdaq: ASTR) Investor Deck August 2021
DISCLAIMER AND FORWARD-LOOKING STATEMENTS This presentation (this “Presentation”) contains certain “forward-looking statements” within the meaning of the federal securities laws with respect to Astra Space, Inc. (“Astra” or the “Company”), including statements regarding Astra’s or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the Company, its products, services and technologies, as well as regarding the Company’s growth and financial performance in the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on Astra. There can be no assurance that the future developments affecting Astra will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Astra’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, and include those set forth in our public reports on file with the Securities and Exchange Commission. Except as required by law, Astra is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. All rights to the trademarks, copyrights, logos and other intellectual property listed herein belong to their respective owners and Astra’s use thereof does not imply an affiliation with, or endorsement by the owners of such trademarks, copyrights, logos and other intellectual property. Solely for convenience, trademarks and trade names referred to in this Presentation may appear with the ® or ™ symbols, but such references are not intended to indicate, in any way, that such names and logos are trademarks or registered trademarks of Astra. AUGUST 2021 This Presentation contains statistical data, estimates and forecasts that have been provided by Astra and/or are based on independent industry publications or other publicly available information, as well as other information based on Astra’s internal sources. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data that has been provided by Astra and/or contained in these industry publications and other publicly available information. Accordingly, none of Astra nor its respective affiliates and advisors makes any representations as to the accuracy or completeness of these data. Certain amounts related to the transaction described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein. Non-GAAP Financial Measures. This Presentation includes non-GAAP financial measures. Astra believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Astra’s financial condition and results of operations. Astra’s management uses certain of these non-GAAP measures to compare Astra’s erformance to that of prior periods for trend analyses and for budgeting and planning purposes.
CHRIS KEMP — CO-FOUNDER, CHAIRMAN & CEO Agenda • Spacetech – the Next Frontier • Rapid Iteration and Manufacturing Efficiency • Launch Services • Apollo Fusion – Orbital Ignition • Customers Announcements • Building Out Our Talented Team • Board of Directors • Kelyn Brannon – 2Q21 Earnings AUGUST 2021
SPACE IS THE NEXT ECONOMIC FRONTIER Astra is the third privately-funded U.S. company in history to reach space and demonstrate orbital capability (1) Source: Wall Per Morgan Street Stanley Research, Research. Space Capital. (3) (2) Companies Based on projected FY’21 currently operating DoD and NASA budgets space assets or with from Jefferies, plans to launch What’s them in Up in the Space: New Launchers, next 3 years. Same Incumbents (Aug. 2020). (4) Companies currently operating space assets or with plans to launch them in the near term. AUGUST 2021 $1.0+ Trillion Total Space Economy in 2040(1)$216 Billion Satellite Manufacturing Spending through 2030(2) $40.7 Billion Government Investment in Space(3) 400+ Private U.S. Companies(4)
SUPPLY CONSTRAINED MARKET Leading to a rapidly growing pipeline (1) Also known as contracted revenue. Source: Company estimates AUGUST 2021 $150M BACKLOG (1) $1.2B PIPELINE Amongst a great diversity in number of customers and verticals EARTH BROADBAND OBSERVATION MARITIME POINT-TO-POINT IOT/M2M GOVERNMENT CONNECTIVITY
SPACETECH ECONOMY Small satellites + low-cost launch Planet Dove Satellite NASA Landsat Satellite LEO (Low Earth Orbit) GEO(Geosynchronous Orbit) “HYPERSCALE” SPACE “MAINFRAME” SPACE 500 miles from Earth (1) GEO is 44x farther away than LEO 22,236 miles from Earth (1)(1) Approximately AUGUST 2021
SPACETECH ECONOMY Small satellites + low-cost launch LEO “HYPERSCALE” SPACE GEO “MAINFRAME” SPACE Distance 500 miles (1) 98% closer 22,000 miles (1) Distance Satellite price $400,000 (1) 98% cheaper $200,000,000 (1) Satellite price Launch price $3,000,000 (1) 97% cheaper $100,000,000 (1) Launch price Volume 1,000s/year (1) 100x increase 10s/year (1) Volume 500 miles from Earth (1) 22,236 miles from Earth (1) (1) Approximately AUGUST 2021
KEYS TO SUCCESS: • Technology de-risked by success of launches RAPID ITERATION DEEPENS • Rapidly enhance and re-launch rockets COMPETITIVE MOAT • Automation to optimize costs and streamline improvements 2025 2020 2023 Target BOM + Rocket BOM + Labor Target BOM + Labor Labor $500k each $2M each for 3 rockets $1M each for 30+ rockets for 300+ rockets REDUCE REDUCE 10x VOLUME 10x VOLUME VARIABLE VARIABLE INCREASE INCREASE COGS 50% COGS 50% 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 OCT ’16 APR ’17 DEC ’17 JUL ’18 NOV ’18 JUN ’19 MAR ’20 SEP ’20 DEC ’20 Founded Opened Begin First test Second test Opening of DARPA 1st orbital Demonstrated Company Orion Test Testing launch launch Astra rocket Challenge launch orbital Facility Rocket 1.0 factory attempt capability AUGUST 2021
A “MODEL T” FOR THE SPACE INDUSTRY Alameda Naval Air Station HQ — expanding to 350k sq. ft., 20-acre campus Efficiency-driven manufacturing processes + automation in a world-class development and production facility, using readily available materials. POINT-TO-POINT Future Expansion Space Current development + production AUGUST 2021
SOFTWARE-DRIVEN MANUFACTURING EFFICIENCY Product Lifecycle Manufacturing TEST Management Execution MORE? CHANGE CHANGE VENDOR? MATERIAL? PRICE OF Finance AstraOS Space SUBSTITUTE? Operations MAKE OR BUY? REDUCE ASSEMBLY Supply TEST TIME? Chain LESS? Program Execution INCREASE PERFORMANCE? AUGUST 2021
SPACETECH AT AN INFLECTION POINT 38,000+ satellites to be built + launched between 2020 -2029(1) 45,000 Today 40,746 40,000 35,000 ~90% of satellites to be Launched 30,000 launched over the next decade weigh 300kg or less(2) Satellites 25,000 20,000 $100+ Billion launch market Total revenue over the next decade(3) 15,000 10,000 4,0625,000 0 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 (1) Source: Based Wall on Street Research, Euroconsult and Astra Space Management estimates. Capital. (2) (3) Factors Based on in Euroconsult estimates Euroconsult and Management estimates derived from 7,015 for satellites satellite with launches. known mass. AUGUST 2021
LAUNCH SERVICES SPACE SERVICES SPACEPORT SERVICES RAPID From payload delivery to launch within days PORTABLE AND GLOBAL Launch from anywhere in the world in 24 hours AFFORDABLE Most affordable launch system for small payloads AUGUST 2021
ASTRA IS UNIQUELY POSITIONED TO SERVE THE SATELLITE MARKET DEDICATED NUMBER OF LAUNCHES CADENCE LAUNCH PRICE IN LAST 12 MONTHS ASTRA 300+ SMALL LAUNCH LAUNCHES / YEAR $ 1 (<500 KG) VIRGIN ORBIT < 50 $$ 2 SMALL LAUNCH LAUNCHES / YEAR (<500 KG) ROCKET LAB < 50 SMALL + HEAVY LAUNCH(1) LAUNCHES / YEAR $$ 7 (<500 KG + >1500 KG(1)) ULA < 30 HEAVY LAUNCH LAUNCHES / YEAR $$$$ 4 (>1500 KG) SPACEX < 30 $$$$ 30 HEAVY LAUNCH (>1500 KG) LAUNCHES / YEAR AUGUST 2021 Source: Company website, press, and Wall Street Research. Images are for generic and for illustration purposes only (not to scale). 13 (1)Heavy launch rocket (Neutron) planned for 2024 (pictured))
RECENT NEWS
APOLLO FUSION: FIRST ORBITAL THRUSTER IGNITES IN ORBIT “...THE INDUSTRY'S FIRST FULLY FUNCTIONAL ELECTRIC PROPULSION ORBITAL TRANSFER VEHICLE...PAVES Rendering by Spaceflight THE WAY FOR EXPANDING ORBITAL DESTINATIONS.” —PHILIPBRACKEN, VPOF ENGINEERING AT SPACEFLIGHT AUGUST 2021
MULTI-LAUNCH CUSTOMER WINS Announced February 2021 Announced May 2021 Announced August 2021 Multi-Launch Contract Multi-Launch Contract Multi-Launch Contract AUGUST 2021
BUILDING OUT OUR TALENTED TEAM Joined February 2021 Joined March 2021 Joined March 2021 Joined March 2021 Joined June 2021 Benjamin Lyon Carla Supanich Will Drewery Gio Greco Stratos Davlos Chief Engineer VP of People VP of Supply Chain SVP Product Engineering SVP Software AUGUST 2021
BOARD OF DIRECTORS Joined December 2017 Joined June 2021 Joined June 2021 Joined August 2021 Joined August 2021 Scott Stanford Mike Lehman Craig McCaw Michèle Flournoy Lisa Nelson Note: Chris Kemp – Founder, Chairman & CEO and Adam London – Founder, CTO are also Astra Board Directors. AUGUST 2021
KELYN BRANNON — CFO 2Q21 EARNINGS RECAP ▪ Merger and PIPE Transaction Summary ▪ Q2 2021 Financial Results ▪ Q3 2021 Financial Outlook ▪ GAAP Financial Measures to Adjusted (non-GAAP) Financial Measures AUGUST 2021
KELYN BRANNON — CFO MERGER AND PIPE TRANSACTION HIGHLIGHTS: Merger and PIPE Added $464 Million to Astra Balance Sheet ▪ Merger with HolicityGenerated $299.9 Million in Gross Proceeds ▪ Redemptions less than 11,000 of 30,000,000 shares ▪ PIPE generated $200 Million, led by BlackRock S-1 Filed ▪ Shares Registered AUGUST 2021
KELYN BRANNON — CFO SECOND QUARTER 2021 FINANCIAL HIGHLIGHTS: ▪ GAAP Net Loss was $(31.3) million ▪ Adjusted Net Loss was $(23.1) million ▪ Adjusted EBTIDA of $(21.4) million ▪ Capital Expenditures Totaled $8.5 million ▪ Cash at end of Second Quarter Totaled $452.4 million* * Includes cash, cash equivalents and restricted cash AUGUST 2021
KELYN BRANNON — CFO THIRD QUARTER 2021 FINANCIAL OUTLOOK: ▪ Adjusted EBITDA between $(32.0) million and $(35.0) million ▪ Depreciation and Amortization between $1.0 million and $1.3 million ▪ Stock-based compensation between $6.0 million and $10.0 million ▪ Cash taxes of approximately zero ▪ Basic shares outstanding between 255 million and 260million ▪ Capital expenditures between $10.0 million and $15.0 million AUGUST 2021
Q & A AUGUST 2021
APPENDIX AUGUST 2021
RECONCILIATION TO ADJUSTED (NON-GAAP) MEASURES RECONCILIATION OF GAAP Three Months Ended Six Months Ended TO NON-GAAP June 30, June 30, (in thousands except per share data) 2021 2020 2021 2020 GAAP Net Loss $ (31,297) $ (8,825) $ (190,269) $ (20,806) Loss on extinguishment of convertible notes - - 133,783 -Stock based compensation 7,444 141 17,777 513 Non-recurring expenses 750 - 750 -Adjusted Net Loss (23,103) (8,684) (37,959) (20,293) Interest Expense 678 1,253 1,213 2,252 Income tax expense - - - -Depreciation & Amortization 1,030 808 1,918 1,664 Adjusted EBITDA $ (21,395) $ (6,622) $ (34,828) $ (16,377) AUGUST 2021