Press Release: Astra Announces Closing of Take-Private Transaction

Astra Announces Closing of Take-Private Transaction 
 
 
ALAMEDA, Calif.--(BUSINESS WIRE)--July 18, 2024-- 
 
   Astra Space, Inc. ("Astra" or the "Company") (Nasdaq: ASTR) announced 
today the successful closing of its take-private transaction. 
 
 
   Under the terms of the definitive agreement for the transaction (the 
"Merger Agreement") that was previously announced on March 7, 2024, 
Apogee Parent, Inc., ("Parent"), an entity formed by Chris Kemp, Astra's 
co-founder, chief executive officer and chairman, and Dr. Adam London, 
Astra's co-founder, chief technology officer and director, will acquire 
all of the outstanding shares of the Company's Class A common stock, par 
value $0.0001 per share (the "Class A Shares") not already owned by it 
for the right to receive $0.50 per share in cash, as more fully 
described in the Merger Agreement. 
 
 
   With the completion of the take-private acquisition, the Class A Shares 
ceased trading prior to the opening of trading on July 18, 2024 and will 
no longer be listed on the Nasdaq Capital Market ("Nasdaq"). The Company 
also intends to make the applicable filings with the U.S. Securities and 
Exchange Commission (the "SEC") to suspend its periodic reporting 
obligations and to terminate the registration of the Class A Shares 
underlying the Company's active registration statements. 
 
 
   As previously disclosed, (i) on April 17, 2024, the Company received a 
deficiency notice from Nasdaq that the Company is not in compliance with 
Nasdaq Listing Rule 5450(a)(1) because the per share closing bid price 
of the Class A Shares had been below $1.00 for thirty consecutive 
business days prior to such deficiency notice; and (ii) on April 23, 
2024, the Company received a deficiency notice from Nasdaq that the 
Company is not in compliance with the minimum stockholders' equity 
listing requirement set forth in Nasdaq Listing Rule 5550(b)(1) because 
the Company's Annual Report on Form 10-K for the period ended December 
31, 2023, reported stockholders' equity below $2.5 million. 
 
 
   Advisors 
 
 
   Houlihan Lokey Capital, Inc. served as financial advisor to the Special 
Committee of the Board of Directors of Astra (the "Special Committee"), 
and Freshfields Bruckhaus Deringer US LLP served as the Special 
Committee's legal counsel. Cozen O'Connor, P.C. served as legal counsel 
to Astra. Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to 
Parent and Moelis & Company served as financial advisor to Parent. 
 
 
   About Astra Space, Inc. 
 
 
   Astra's mission is to improve life on Earth from space by creating a 
healthier and more connected planet. Today, Astra offers one of the 
lowest cost-per-launch dedicated orbital launch services, and one of the 
industry's leading flight-proven electric propulsion systems for 
satellites, the Astra Spacecraft Engine. 
 
 
   About Apogee Parent Inc. 
 
 
   Parent was formed solely for the purpose of entering into and 
consummating the merger with Astra. Parent is owned by a number of 
long-term investors of Astra and its predecessor, including Mr. Kemp and 
Dr. London. 
 
 
   Forward Looking Statements 
 
 
   Certain statements made in this press release are "forward-looking 
statements." Forward-looking statements may be identified by the use of 
words such as "anticipate," "believe," "expect," "estimate," "plan," 
"outlook," and "project" and other similar expressions that predict or 
indicate future events or trends or that are not statements of 
historical matters. These forward-looking statements reflect the current 
analysis of existing information and are subject to various risks and 
uncertainties. As a result, caution must be exercised in relying on 
forward-looking statements. The following factors, among others, could 
cause actual results to differ materially from those described in these 
forward-looking statements: (i) the Company's failure to meet projected 
development and delivery targets, including as a result of the decisions 
of governmental authorities or other third parties not within the 
Company's control; (ii) changes in applicable laws or regulations; (iii) 
the ability of the Company to meet its financial and strategic goals; 
(iv) the ability of the Company to pursue a growth strategy and manage 
growth profitability; (v) the possibility that the Company may be 
adversely affected by other economic, business, and/or competitive 
factors and (vi) other risks and uncertainties described from time to 
time in other reports and other public filings with the SEC, including 
the Company's registration statements, annual reports and quarterly 
reports. 
 
 
 

View source version on businesswire.com: https://www.businesswire.com/news/home/20240717856488/en/

 
 
    CONTACT:    Investor Contact: 
 
 
   investors@astra.com 
 
   Media Contact: 
 
 
   press@astra.com 
 
 
 
 
 
 

(END) Dow Jones Newswires

July 18, 2024 10:13 ET (14:13 GMT)