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| CUSIP No. 04634X202 |
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This Amendment No. 6 to Schedule 13D (this “Amendment”) amends and supplements the previously
filed statement on Schedule 13D filed by Chris Kemp and Chris Kemp Living Trust Dated February 10, 2021 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 Mr. Kemp is Director,
President and Chief Executive Officer of Parent. The Trust is primarily engaged in the business of investing in securities. Mr. Kemp is the sole trustee and a beneficiary of the Trust.
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 Persons increased from $2.15 million to $2.21 million by virtue of a $60,000
purchase of notes by the Trust on June 28, 2024.
Subsequent Equity Commitment
On July 17, 2024, Mr. Kemp entered into an equity commitment letter in substantially the form of the Equity Commitment Letters pursuant to which
Mr. Kemp agreed to provide equity financing to Parent in the amount of $829,517. Such amount is additional to the equity commitment made by Mr. Kemp 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 Persons 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 Persons no longer beneficially own 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 18, 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 99.10 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons 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 99.17 to this Amendment, and is incorporated by reference into this Item 4.