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Filed Pursuant to Rule (424)(b)(3) |
PROSPECTUS SUPPLEMENT NO. 22 |
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Registration No. 333-267113 |
(to Prospectus dated September 13, 2022) |
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ASTRA SPACE, INC.
34,000,000 SHARES OF CLASS A COMMON STOCK
This prospectus
supplement amends and supplements the prospectus dated September 13, 2022 (as supplemented or amended from time to time, the Prospectus), which forms a part of our Registration Statement on Form
S-1 (No. 333-267113). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the SEC) on March 13, 2023 (the Current Report). Accordingly, we have attached
the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and resale of up to
34,000,000 shares of Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), of Astra Space, Inc. by B. Riley Principal Capital II, LLC (the Selling
Stockholder). The shares included in the Prospectus and this Prospectus supplement consist of shares of Class A Common Stock that we may, in our discretion, elect to issue and sell to the Selling Stockholder pursuant to a common
stock purchase agreement we entered into with the Selling Stockholder on August 2, 2022 (the Purchase Agreement). Such shares of Class A Common Stock include (i) up to 33,281,805 shares of our Class A
Common Stock that we may, in our sole discretion, elect to sell to the Selling Stockholder from time to time after the date of this prospectus, pursuant to the Purchase Agreement and (ii) 718,195 shares of our Class A Common Stock we issued, or
may issue if certain conditions are met, in each case, to the Selling Stockholder as consideration for its commitment to purchase shares of our Class A Common Stock in one or more purchases that we may, in our sole discretion, direct them to
make, from time to time after the date of this prospectus, pursuant to the Purchase Agreement. See The Committed Equity Financing for a description of the Purchase Agreement and Selling Stockholder for
additional information regarding the Selling Stockholder.
Our Class A common stock is listed on Nasdaq under the symbol
ASTR. On March 10, 2023, the closing price of our Class A common stock was $0.4307 per share.
This prospectus
supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves risks that are described in the Risk Factors section beginning on
page 17 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under
the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus supplement is March 13, 2023.