Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 30, 2021, Holicity held a Special Meeting at which the Holicity stockholders considered and adopted, among other matters, the Merger Agreement (the "Special Meeting"). On June 30, 2021, the parties to the Merger Agreement consummated the Business Combination. Pursuant to the Merger Agreement, the Merger Consideration paid to the Astra stockholders is being paid solely by the delivery of new shares of New Astra common stock, each valued at $10.00 per share. The aggregate value of the consideration paid to Astra stockholders in the Business Combination was approximately $2.03 billion.

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Prior to the Special Meeting, holders of 10,981 shares of Holicity's Class A common stock sold in its initial public offering exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of $109,810.

Upon Closing, Holicity's Class A common stock and warrants ceased trading and New Astra common stock and warrants began trading on The Nasdaq Stock Market LLC ("Nasdaq"). Holicity's public units automatically separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security.

As of the Closing Date, our directors and executive officers and affiliated entities beneficially owned approximately 75% of the outstanding shares of New Astra common stock, and the former securityholders of Holicity beneficially owned approximately 3% of the outstanding shares of New Astra common stock.

Cautionary Note Regarding Forward Looking Statements

Certain statements in this Current Report on Form 8-K and the information incorporated herein by reference may constitute "forward-looking statements". Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, including the Company's ability to realize the benefits from the Business Combination; the Company's ability to maintain the listing of New Astra common stock on Nasdaq following the Business Combination; future financial performance following the Business Combination; public securities' potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance our corporate reputation and brand; expectations concerning our relationships and actions with our technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company's business; future arrangements with, or investments in, other entities or associations; and intense competition . . .

Item 3.02 Unregistered Sale of Equity Securities.

The disclosure set forth in the "Introductory Note" above is incorporated herein by reference. The securities issued in connection with the Business Combination and PIPE Investment were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the consummation of the Business Combination, Holicity changed its name to Astra Space, Inc. and filed its amended and restated certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware and amended and restated its bylaws (the "Bylaws"). Reference is made to the disclosure described in the Proxy Statement/Prospectus in the sections titled "The Charter Proposal," "The Advisory Charter Proposals," "Comparison of Stockholders' Rights" and "Description of New Astra Securities," which are incorporated herein by reference.

Copies of the Certificate of Incorporation and the Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 4.01 Change in Registrant's Certifying Accountant.

On June 30, 2021, the Audit Committee of the Board approved the engagement of Grant Thornton LLP ("Grant Thornton") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ended December 31, 2021. Grant Thornton served as independent registered public accounting firm of Astra prior to the Business Combination. Accordingly, also on June 30, 2021, the Company dismissed WithumSmith+Brown ("Withum"), as Holicity's independent registered public accounting firm. This decision was ratified by the Company's board of directors.

The reports of Withum on Holicity's financial statements as of and for the period from June 2, 2020 (inception) to December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During Holicity's most recent fiscal year ending December 31, 2020 and the subsequent interim period through March 31, 2021, there were no disagreements between Holicity and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Holicity, would have caused it to make reference to the subject matter of the disagreements in its reports on Holicity's financial statements for such years.

During Holicity's most recent fiscal year ending December 31, 2020 and the subsequent interim period through March 31, 2021, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended).

During the period from June 2, 2020 (inception) through December 31, 2020, and the subsequent interim period through the date of Withum's dismissal, Holicity and Astra did not consult with Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the financial statements of Holicity or Astra, and no written report or oral advice was provided that Grant Thornton concluded was an important factor considered by us in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act) or a "reportable event" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

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The Company has provided Withum with a copy of the foregoing disclosures and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum's letter dated June 30, 2021 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01 Change in Control of Registrant.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "The Business Combination Proposal," which is incorporated herein by reference. Further reference is made to the information contained above in the Introductory Note and Item 2.01 to this Current Report on Form 8-K,which is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Executive Officers and Directors

Upon the consummation of the Business Combination, and in accordance with the terms of the Merger Agreement, each executive officer of Holicity ceased serving in such capacities; Randy Russell and Steve Ednie ceased serving on Holicity's board of directors. Chris Kemp, Adam London, Craig McCaw, Michael Lehman and Scott Stanford were appointed as directors of the Company, with Mr. Kemp appointed Chairman. The directors were divided among the following classes:





         •   the Class I directors will be Messrs. Kemp and London , and their
             terms will expire at the annual meeting of stockholders to be held in
             2021;




         •   the Class II directors will be Messrs. McCaw and Stanford, and their
             terms will expire at the annual meeting of stockholders to be held in
             2022; and




         •   the Class III director will be Mr. Lehman, and term will expire at the
             annual meeting of stockholders to be held in 2023.

Upon the consummation of the Business Combination, the Company established an audit committee, compensation committee, and the nominating and corporate governance committee. Messrs. Lehman, McCaw and Stanford were appointed to serve on the Company's audit committee, with Mr. Lehman serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Messrs. Lehman, McCaw and Stanford were appointed to serve on the Company's compensation committee, with Mr. Stanford serving as the chair. Messrs. Lehman, McCaw and Stanford were appointed to serve on the Company's nominating and corporate governance committee, with Mr. McCaw serving as chair.

Additionally, upon the consummation of the Business Combination, Chris Kemp was appointed as Chief Executive Officer and President; Kelyn Brannon was appointed as Chief Financial Officer; Martin Attiq was appointed as Chief Business Officer; Adam London was appointed as Chief Technology Officer; and Benjamin Lyon was appointed as Chief Engineer and Executive Vice President of Engineering.

Reference is made to the disclosure described in the Proxy Statement/Prospectus in the section titled "New Astra Management After the Business Combination Board of Directors and Management" beginning on page 208 for biographical information about the directors and officers following the Transactions, which is incorporated herein by reference.

The information contained in the Proxy Statement/Prospectus is supplemented by the Company's Current Report on Form 8-K, filed with the SEC on June 21, 2021 and that information is incorporated herein by reference.

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Compensatory Arrangements for Directors

Following the consummation of the Business Combination, the non-employee directors of the Company will be entitled to the following compensation for their service on the Board: (i) an annual cash retainer of $96,250, (ii) an annual award of restricted stock units for a number of shares of New Astra common stock determined by dividing $178,750 by the closing price per share of New Astra common stock on the applicable grant date, and (iii) an annual cash retainer in an amount still to be determined by the Company for the non-employee director's service as the chair of the audit committee, compensation committee, and nominating and corporate governance committee.

2021 Omnibus Incentive Plan

At the Special Meeting, the Holicity stockholders approved the Incentive Plan. The Incentive Plan reserved 36,765,000 shares of New Astra Class A common stock for issuance for awards in accordance with the terms of the Incentive Plan. In addition, the pool will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 5% of the sum of number of shares of (x) New Astra Class A common stock and (y) New Astra Class B common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares of New Astra Class A common stock as determined by the Board. The purpose of the Incentive Plan is to advance the Company's interests by providing for the grant to our employees, directors, consultants and advisors of stock and stock-based awards. The Incentive Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of stockholder value. The Company expects the Board or the Compensation Committee will make grants of awards under the Incentive Plan to eligible participants.

The description is set forth in the Proxy Statement/Prospectus section titled "The Incentive Plan Proposal", which is incorporated herein by reference. A copy of the full text of the Incentive Plan is filed as Annex F to Holicity's Proxy Statement/Prospectus on Form 424B3, which is incorporated herein by reference.

2021 Employee Stock Purchase Plan

At the Special Meeting, the Holicity stockholders approved the ESPP. The ESPP . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, the Company ceased to be a shell company. The material terms of the Business Combination are described in the sections titled "The Business Combination Proposal" beginning on page 75 of the Proxy Statement/Prospectus, and are incorporated herein by reference. Further, the information set forth in "Introductory Note" and under Item 2.01 is incorporated in by reference.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements of Astra Space, Inc. as of and for the fiscal years ended December 31, 2020 and 2019, the related notes and report of independent public accounting firm thereto are set forth in the Proxy Statement/Prospectus beginning on page F-48 and are incorporated herein by reference. The financial statements of Astra Space, Inc. as of and for the three months ended March 31, 2021 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-84 and are incorporated herein by reference.

The financial statements of Holicity Inc. as of December 31, 2020 and for the period from June 2, 2020 (inception) through December 31, 2020 and related notes thereto as set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference. The financial statements of Holicity as of and for the three months ended March 31, 2021 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-27 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of Holicity and Astra as of March 31, 2021 and for the fiscal year ended December 31, 2020 and the three months ended March 31, 2021 is set forth in Exhibit 99.2 and is incorporated herein by reference.



(d) Exhibits.



Exhibit
No.                                       Description
2.1            Business Combination Agreement, dated as of February  2, 2021 by and
             among Holicity Inc., Holicity Merger Sub Inc. and Astra Space, Inc.
             (incorporated by reference to Exhibit 2.1 of Holicity Inc.'s
             Registration Statement on Form S-4 (Reg. No. 333-255703), filed with
             the SEC on May 3, 2021).

3.1*           Second Amended and Restated Certificate of Incorporation of Astra
             Space, Inc.

3.2*           Amended and Restated Bylaws of Astra Space, Inc.

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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 4.2 of Holicity Inc.'s Registration Statement on Form
        S-4 (Reg. No.  333-255703), filed with the SEC on May 3, 2021).

4.2       Specimen Class  A Common Stock Certificate (incorporated by reference to
        Holicity Inc.'s Registration Statement on Form S-1/A (Reg. No.
        333-239926), filed with the SEC on July 30, 2020).

4.3       Specimen Warrant Certificate (incorporated by reference to Holicity
        Inc.'s Registration Statement on Form S-1/A (Reg. No. 333-239926), filed
        with the SEC on July 30, 2020).

10.1      Form of Subscription Agreement, dated February  2, 2021, by and between
        Holicity Inc., and the undersigned subscriber party thereto (incorporated
        by reference to Exhibit 10.2 of Holicity Inc.'s Registration Statement on
        Form S-4 (Reg. No. 333-255703), filed with the SEC on May 3, 2021).

10.2      Securities Subscription Agreement, dated June  4, 2020, between Holicity
        Inc. and Pendrell Holicity Holdings Corporation (incorporated by reference
        to Holicity Inc.'s Registration Statement on Form S-1/A (Reg. No.
        333-239926), filed with the SEC on July 30, 2020).

10.3      Private Placement Warrants Purchase Agreement, dated August  4, 2020, by
        and among Holicity Inc. and Pendrell Holicity Holdings Corporation
        (incorporated by reference to Holicity Inc.'s Current Report on Form 8-K
        filed with the SEC on August 10, 2020).

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).

10.5      Employment Agreement, dated February  1, 2021, by and between Astra
        Space, Inc. and Chris Kemp (incorporated by reference to Exhibit 10.8 of
        Holicity Inc.'s Registration Statement on Form S-4 (Reg. No. 333-255703),
        filed with the SEC on May 3, 2021).

10.6      Employment Agreement, dated February  1, 2021, by and between Astra
        Space, Inc. and Adam London (incorporated by reference to Exhibit 10.9 of
        Holicity Inc.'s Registration Statement on Form S-4 (Reg. No. 333-255703),
        filed with the SEC on May 3, 2021).

10.7      Employment Agreement, dated February  1, 2021, by and between Astra
        Space, Inc. and Kelyn Brannon (incorporated by reference to Exhibit 10.10
        of Holicity Inc.'s Registration Statement on Form S-4 (Reg.
        No. 333-255703), filed with the SEC on May 3, 2021).

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10.8        Employment Agreement, dated February  1, 2021, by and between Astra
          Space, Inc. and Martin Attiq (incorporated by reference to Exhibit 10.11
          of Holicity Inc.'s Registration Statement on Form S-4 (Reg.
          No. 333-255703), filed with the SEC on May 3, 2021).

10.9        Astra Space, Inc. 2021 Omnibus Incentive Plan (incorporated by
          reference to Annex F of Holicity Inc.'s Proxy Statement/Prospectus on
          Form 424B3 (Reg. No. 333-255703), filed with the SEC on June 8, 2021).


10.10       Astra Space, Inc. 2021 Employee Stock Purchase Plan (incorporated by
          reference to Annex G of Holicity Inc.'s Proxy Statement/Prospectus on
          Form 424B3 (Reg. No. 333-255703), filed with the SEC on June 8, 2021).


10.11*      Form of Indemnification Agreement

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.

16.1*       Letter from WithumSmith+Brown PC to the SEC, dated June 30, 2021

21.1*       List of Subsidiaries

99.1*       Press Release, dated June 30, 2021

99.2*       Unaudited Pro Forma Condensed Combined Financial Information




* Filed herewith

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