Sec Form 3 Filing - Karkar Andrei @ Astra Space, Inc. - 2024-03-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Karkar Andrei 2. Issuer Name and Ticker or Trading Symbol Astra Space, Inc. [ ASTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 323 MARINA BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (Street) SAN FRANCISCO, CA94123 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 1 I See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Senior Secured Convertible Notes due 2025 $ 0.808 ( 5 ) ( 2 ) 11/13/2025( 3 ) Class A Common Stock 1,237,624 ( 4 ) I See Footnote ( 1 ) Warrants $ 0.808 ( 8 ) ( 6 ) 03/07/2029 Class A Common Stock 433,168 ( 7 ) I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karkar Andrei 323 MARINA BOULEVARD SAN FRANCISCO, CA94123 See Remarks ERAS Capital LLC 323 MARINA BOULEVARD SAN FRANCISCO, CA94123 See Remarks Signatures /s/ Andrei Karkar 03/18/2024 Signature of Reporting Person Date ERAS Capital, LLC, /s/ Andrei Karkar Chief Executive Officer 03/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held of record by ERAS Capital, LLC. Mr. Karkar is the sole member of ERAS Capital, LLC and thus may be deemed to beneficially own the securities held of record by ERAS Capital, LLC. ERAS Capital, LLC has the same address as Mr. Karkar. ( 2 )The Convertible Notes (as defined below) are immediately convertible at the option of the Reporting Persons subject to certain limitations, as described in Footnote (4). ( 3 )The Convertible Notes mature on November 15, 2025 (the "Maturity Date"), provided that the Maturity Date may be extended upon the written agreement of the Issuer and the holders of the Convertible Notes. ( 4 )Represents the maximum number of shares of Class A Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes. The number of shares issuable upon conversion of the Convertible Notes is subject to increase in connection with the accrual of interest, which is payable in kind (such interest accrued since issuance having been excluded from this figure), and upon the occurrence of certain Fundamental Changes (as defined in the Convertible Notes). The Reporting Persona' ability to convert the Convertible Notes to shares of Class A Common Stock is initially subject to certain limitations, in accordance with rules of the Nasdaq Capital Market, as well as other beneficial ownership limitations in accordance with the terms of the Convertible Notes. ( 5 )The Reporting Persons may, at their option, prior to maturity, convert all or any portion of the outstanding amount of Senior Secured Convertible Notes due 2025 (the "Convertible Notes"), including accrued paid in kind interest thereon, subject to certain limitations, into shares of Class A Common Stock, at an initial conversion rate of 1,237.6238 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.808 per share of Class A Common Stock. The conversion rate is subject to adjustment in accordance with the terms of the Convertible Notes and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. ( 6 )The warrants are immediately convertible at the option of the Reporting Person subject to certain limitations, as described in Footnote (7). ( 7 )The Reporting Persons' ability to convert the warrants to shares of Class A Common Stock is initially subject to certain limitations, in accordance with the rules of the Nasdaq Capital Market, as well as other beneficial ownership limitations in accordance with the terms of the warrants. ( 8 )The Reporting Persons purchased 433,168 warrants from the Issuer at a price of $0.125 per warrant. Each warrant is immediately exercisable on a one-to-one basis for Class A Common Stock at a price of $0.808 per share, subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions, and subject to certain beneficial ownership limitations as described in Footnote (7).

Remarks: The Reporting Persons, together with Adam London, Chris Kemp, Chris Kemp Living Trust dated February 10, 2021, SherpaVentures Fund II, LP, SherpaVentures Fund II GP, LLC, Eagle Creek Capital, LLC, Scott Stanford, Astera Institute, RBH Ventures Astra SPV, LLC, JMCM Holdings LLC, Baldo Fodera, Alexander Morcos, MH Orbit LLC and Ulrich Gall (the "Selected Investors") may comprise a group within the meaning of Section 13(d)(3) of the Exchange Act that collectively beneficially owns greater than 10% of the registered securities of the Issuer. The Reporting Persons expressly disclaim beneficial ownership over the shares beneficially owned by the Selected Investors.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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