UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
This Current Report on Form 8-K of Astra Space, Inc. (the “Company”) relates to certain public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) that are currently outstanding to acquire shares of the Company’s Class A common stock. The Warrants each entitle the holder to acquire a certain number of shares of the Company’s Class A common stock, under and pursuant to the terms of that certain Warrant Agreement (the “Warrant Agreement”), a form of which was previously filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2021 as an exhibit to the Company’s Registration Statement on Form S-1 (Reg. No. 333-257930) (the “Registration Statement”) and which is incorporated into this Form 8-K as Exhibit 4.1.
The purpose of this Form 8-K is to clarify and correct certain disclosures related to the redemption of the Warrants contained in the Registration Statement, beginning on page 85 (the “Initial Disclosures”). The following description of the Warrant Agreement is only a summary of certain rights of the warrant holders and the Company under the Warrant Agreement; it is not a complete description of all rights related to the Warrants and their redemption by the Company. The following description is qualified in its entirety to the actual text of the Warrant Agreement attached to this Form 8-K as Exhibit 4.1.
As described in detail in the Warrant Agreement attached to this Form 8-K as Exhibit 4.1 as well as more specifically described below, once the Warrants became exercisable, the Company has the right to redeem the Warrants in two situations: (i) when the price per share of the Company’s Class A common stock equals or exceeds $18.00 or (ii) when the price per share of the Company’s Class A common stock equals or exceeds $10.00. The circumstances as to how such a redemption may occur are set forth in detail in the Warrant Agreement attached to this Form 8-K as Exhibit 4.1 and are also summarized here below.
Redemption of Public Warrants when the price per share of Class A common stock equals or exceeds $18.00
Once the Warrants became exercisable as set forth in the Warrant Agreement, the Company may call the Public Warrants (but not the Private Placement Warrants) for redemption:
| • | in whole and not in part; |
| • | at a price of $0.01 per warrant; |
| • | upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
| • | if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) on each of the 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “$18.00 Redemption Trigger Price”). |
The Company may exercise this redemption right if there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating thereto, is available throughout the 30-day redemption period. If there is no registration statement then in effect, the Company may still exercise its redemption right if it requires that the exercise of the Warrant be on a “cashless basis” and such cashless exercise is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement Warrants will not be subject to a redemption based on the $18.00 Redemption Trigger Price if the Private Placement Warrants continued to be held by the initial purchasers thereof and their permitted transferees. If the Private Placement Warrants have been transferred, the Company may redeem them on the same terms as the Public Warrants are redeemed in connection with the $18.00 Redemption Trigger Price.
The Company has established the $18.00 Redemption Trigger Price to prevent a redemption call unless there is, at the time of the call, a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date, on either a cash or cashless basis as determined by the Company and described below. It is possible that after the redemption notice is issued to warrant holders, the price of the Class A common stock may fall below the $18.00 Redemption Trigger Price (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) as well as the warrant exercise price.
Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00
Once the Warrants became exercisable as set forth in the Warrant Agreement, the Company may call both the Public Warrants and the Private Placement Warrants for redemption:
| • | in whole and not in part; |
| • | at $0.10 per warrant; |
| • | if, and only if, the last reported sales price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day immediately prior to date on which the Company sends the notice of redemption to the warrant holders (the “$10.00 Redemption Trigger Price”); and |
| • | the Warrants have been exercisable for a period of ninety (90) days. |
The Company may exercise this redemption right if there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating thereto, is available throughout the 30-day redemption period. In this case, the Private Placement Warrants will also be concurrently called for redemption on the same terms as the outstanding Public Warrants.
In connection with a redemption based on the $10.00 Redemption Trigger Price, the warrant holder may also elect to receive, in lieu of the $0.10 per warrant redemption price, a number of shares of Class A common stock per Warrant determined by reference to the table set forth in Section 6.2 of the Warrant Agreement, based on the Redemption Date as defined in the Warrant Agreement (calculated for purposes of the table as the period from the Redemption Date to the expiration of the Warrants) and the Fair Market Value (as defined below).
Redemption procedures and cashless exercise
If the Company calls the Warrants for redemption as described above, management will have the option to require any warrant holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all warrant holders to exercise their Warrants on a “cashless basis,” the Company will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Warrants. If Company chooses the cashless exercise option, all warrant holders would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A common stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” of the Class A common stock (defined below) over the exercise price of the Warrants by (y) the Fair Market Value. The “Fair Market Value” means the average closing price of the Class A common stock for the ten (10) trading days ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Such notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
If a warrant holder has any questions regarding the redemption provisions of the Warrant Agreement, rights to exercise the Warrants or any other matter related to the Warrants, please contact the Company’s investor relations team at investors@astra.com.
Nothing in this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall any statements constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Warrant Agreement, dated as of August 4, 2020, by and between Holicity Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (Reg. No. 333-257930), filed with the SEC on July 15, 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: November 23, 2021 | Astra Space, Inc. | |||||
| By: | /s/ Kelyn Brannon | |||||
| Name: | Kelyn Brannon | |||||
| Title: | Chief Financial Officer | |||||