|
|
|
| CUSIP No. 04634X202 |
|
Page
3
of 5 Pages |
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends and supplements the previously
filed statement on Schedule 13D filed by Adam London with the Securities and Exchange Commission (the “Commission”) on July 12, 2021 (as amended and supplemented to date, the “Schedule 13D”), relating to Class A
Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Astra Space, Inc. (the “Issuer”). The Schedule 13D is hereby amended and supplemented to include the information set forth herein. Capitalized terms
not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect.
Item 2. Identity and Background
The information in
Item 2(c) of the Schedule 13D is hereby amended and restated to read as follows:
(c) The present principal occupation of the Reporting Person is Director
and Chief Technology Officer of Parent.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
Notes Upsize
The principal amount of the Convertible
Notes owned by the Reporting Person increased from $1.15 million to $1.21 million by virtue of a $60,000 purchase of notes by the Reporting Person on June 28, 2024.
Subsequent Equity Commitment
On July 17, 2024, the
Reporting Person entered into an equity commitment letter in substantially the form of the Equity Commitment Letters pursuant to which the Reporting Person agreed to provide equity financing to Parent in the amount of $815,513.50. Such amount is
additional to the equity commitment made by the Reporting Person in their original Equity Commitment Letter, which remained in full force and effect.
Merger Closing
On July 18, 2024, pursuant to the
2024 Merger Agreement, 2024 Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving company and as a wholly owned subsidiary of Parent. Upon completion of the Merger, all the outstanding shares of Common Stock (other
than Rollover Shares) were automatically canceled and converted into and shall thereafter represent the right to receive the 2024 Merger Consideration. All of the Rollover Shares, including the Rollover Shares held by the Reporting Person and the
Selected Investors, were converted into shares of Parent Series A Preferred Stock. In addition, all Convertible Notes were converted into shares of Parent Series A Preferred Stock and the Warrants were exchanged for warrants to purchase shares of
Parent Series A Preferred Stock. As a result, the Reporting Person no longer beneficially owns any shares of Class A Common Stock or shares of Class B Common Stock.
The shares of Class A Common Stock were suspended from trading on the Nasdaq Capital Market (“Nasdaq”) effective as of the opening of trading
on July 28, 2024. Nasdaq has filed with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all Class A Common Stock from Nasdaq and deregistration of such Class A Common Stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Class A Common Stock will no longer be listed on Nasdaq.
This description of the consummation of the transactions contemplated by the 2024 Merger Agreement is qualified in its entirety by reference to the full text
of the 2024 Merger Agreement, a copy of which was filed as Exhibit 99.9 to Amendment No. 6 to the Schedule 13D filed by the Reporting Person on March 11, 2024 and is incorporated by reference into this Item 4. A copy of the joint press
release (“Press Release”) issued by the Issuer and Parent on July 18, 2024 announcing the closing of the 2024 Merger is filed as Exhibit 99.16 to this Amendment, and is incorporated by reference into this Item 4.
Item 5. Interest in Securities of the Issuer
The
information in Item 5(a), (b), (c) and (e) of the Schedule 13D is hereby amended and restated to read as follows:
(a) The aggregate number and
percentage of the Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to direct the disposition is set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.