Item 1.01 Entry into a Material Definitive Agreement.
Investors' Rights Agreement
In connection with the execution of the Merger Agreement, Holicity, the Company,
certain Holicity stockholders and certain Astra stockholders entered into an
investors' rights agreement (the "Investors' Rights Agreement"), effective as of
the Closing. In addition, all other Astra stockholders that received capital
stock of New Astra in the Business Combination have been asked to sign a joinder
to the Investors' Rights Agreement pursuant to a letter of transmittal.
Pursuant to the Investors' Rights Agreement, New Astra will be required to
register for resale securities held by the stockholders party thereto. New Astra
will have no obligation to facilitate more than one demand, made by Pendrell
Holicity Holdings Corporation (the "Sponsor"), or its affiliates, that New Astra
register such stockholders' securities. In addition, the holders have certain
"piggyback" registration rights with respect to registrations initiated by New
Astra. New Astra will bear the expenses incurred in connection with the filing
of any registration statements pursuant to the Investors' Rights Agreement. The
Investors' Rights Agreement restricts the ability of the Sponsor and the Astra
Founders to transfer their shares of New Astra common stock, subject to certain
permitted transfers, until the earlier of (i) the first anniversary of the
Closing and (ii) following the Closing, if the closing price of the New Astra
common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Closing. The
Investors' Rights Agreement also restricts the ability of each other stockholder
who is a party thereto, including the directors and officers of Astra, to
transfer their shares of New Astra common stock, subject to certain permitted
transfers, until six (6) months after the Closing.
The foregoing description of the Investors' Rights Agreement does not purport to
be complete and is qualified in its entirety by the terms and conditions of the
Investors' Rights Agreement, which is filed hereto as Exhibit 10.4 and is
incorporated herein by reference.
Director Nomination Agreement
In connection with the Closing, New Astra and the Sponsor entered into a
director nomination agreement (the "Director Nomination Agreement"). Pursuant to
the Director Nomination Agreement, the Sponsor holds certain rights to nominate
a member of the Board effective as of the Closing Date, subject to the
conditions set forth in the Director Nomination Agreement. The Sponsor's initial
nominee to the Board is Craig McCaw. The Director Nomination Agreement will
terminate as of the date that is 12 months after the Closing Date.
The foregoing description of the Director Nomination Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Director Nomination Agreement, which is attached as Exhibit 10.12 hereto and
incorporated herein by reference.
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Item 8.01 Other Events
Holicity Inc., a Delaware corporation (the "Company"), and Astra Space, Inc., a
Delaware corporation ("Astra"), issued a joint press release announcing that on
June 30, 2021, they consummated the business combination (the "Closing")
contemplated by the previously announced Agreement and Plan of Merger, dated as
of February 2, 2021 (as amended and/or restated from time to time, the "Merger
Agreement"), by and among the Company, Astra, Holicity Merger Sub Inc., a
wholly-owned subsidiary of Holicity ("Merger Sub"), and Chris Kemp, in the
capacity as the Stockholder Representative thereunder.
As a result of the Closing and the transactions contemplated by the Merger
Agreement, (i) Merger Sub merged with and into Astra (the "Merger") with Astra
surviving the Merger as a wholly-owned subsidiary of the Company, and (ii) the
Company's name was changed from Astra Space Operations, Inc. to Astra Space,
Inc. The Company expects that its common stock and public warrants will begin to
trade on the Nasdaq Capital Market under the ticker symbols "ASTR" and "ASTRW",
respectively, on or about July 1, 2021. A copy of such press release is attached
as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.4† Investors' Rights Agreement, dated February 2, 2020, by and among
Holicity Inc., Astra Space, Inc. and certain of its stockholders
(incorporated by reference to Exhibit 10.3 of Holicity Inc.'s
Registration Statement on Form S-4 (Reg. No. 333-255703), filed with
the SEC on May 3, 2021).
10.12 Director Nomination Agreement, dated June 30, 2021, by and between
Astra Space, Inc., Pendrell Holicity Holdings Corporation and Adam P.
London and Chris C. Kemp.
99.1 Press Release, dated June 30, 2021
† Previously filed with the Original Report
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