EXHIBIT 99.1
Astra Space, Inc. to be Taken Private
Unanimously Recommended by Special Committee of the Astra Board of Directors
Alameda, California March 7, 2024 Astra Space, Inc. (Astra or the Company)(Nasdaq: ASTR) announced today that it has
entered into a definitive merger agreement pursuant to which the acquiring entity (the Parent) has agreed, subject to customary closing conditions, to acquire all shares of Astra common stock not already owned by it for $0.50 per share
in cash. On March 6, 2024, the closing price of Astras Class A common stock was $0.86 per share.
The Parent was formed by Chris Kemp, Astras
co-founder, chief executive officer and chairman, and Dr. Adam London, Astras co-founder, chief technology officer and director. The Parent is expected to be owned, at the closing of the transaction, by a number of long-term investors of the
Company and its predecessor, including Mr. Kemp and Dr. London.
A special committee (the Special Committee) of the Board of Directors of the
Company (the Board), comprised solely of independent and disinterested directors, advised by its own independent financial and legal advisors, and taking into account Astras current liquidity situation, among other factors,
determined that the proposed transaction is in the best interests of Astra and the holders of Astras common stock other than Chris Kemp, Dr. Adam London and their respective affiliates and unanimously recommended that the Board approve the
transaction. Acting upon the recommendation of the Special Committee, the Board approved the transaction, with Chris Kemp, Dr. Adam London and Scott Stanford abstaining from the vote. SherpaVentures Fund II, LP, an affiliate of Scott Stanford, has
agreed to contribute its Astra Class A common stock, Senior Secured Convertible Notes due 2025 and Common Stock Warrants to Parent in exchange for equity and warrants of Parent in connection with the transaction.
The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions. The transaction has been approved by the written
consent of the holders of the requisite number of shares of Astras common stock, such that no additional stockholder approval is required.
About
Astra Space, Inc.
Astras 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 industrys leading flight-proven electric propulsion systems for satellites, the
Astra Spacecraft Engine.
No Offer or Solicitation
This press release is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find it
The Company
will prepare and file an information statement on Schedule 14C for its stockholders with respect to the approval of the transaction described herein. When completed, the information statement will be mailed to the Companys stockholders. In
addition, certain participants in the transaction will prepare and file with the Securities and Exchange Commission (the SEC) a Schedule 13E-3 Transaction Statement, which will contain important
information on the Company, the acquirors, the transaction and related matters, including the terms and conditions of the transaction. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of
charge, at the SECs website, www.sec.gov or from the Companys website at https://investor.astra.com.