Chris Kemp and Adam London submitted a non-binding proposal to acquire remaining 66.4% stake in Astra Space, Inc. (NasdaqCM:ASTR) for $40.6 million on November 7, 2023. Under the proposal, Chris Kemp, Astra?s co-founder, chief executive officer and chairman and Adam London, Astra?s co-founder, chief technology officer and director are offering to acquire all of the outstanding common stock of Astra Space not currently owned by Kemp and London, for an indicative purchase price of $1.50 per share in cash. Kemp and London are the sole holders of all outstanding shares of Class B common stock. On February 24, 2024, Chris Kemp and Adam London submitted a revised proposal to acquire remaining 66.4% stake in Astra Space, Inc. at an offer price of $0.50 per share in cash for a total consideration of $13.5 million. Chris Kemp and Adam London entered into a definitive merger agreement to acquire remaining 66.4% stake in Astra Space, Inc. on March 7, 2024. Chris Kemp and Adam London have arranged equity and rollover commitments for the amounts necessary to consummate the transaction. In the event that this agreement is terminated by Astra, the company shall pay or cause to be paid the company termination fee of $0.25 million to parent.

The proposal is non-binding and is contingent on final approval of the transaction by the Special Committee of the Astra Space?s Board, satisfactory conclusion of due diligence, entering into a mutually acceptable definitive transaction agreement, and the receipt of a waiver of section 203 of the Delaware General Corporation Law. The revised proposal is non-binding and is contingent on $20 million of cash on the balance sheet at closing of the transaction, final approval of the transaction by the Special Committee of the Issuer?s Board, execution of definitive financing arrangements with requisite investors, and entering into a mutually acceptable definitive transaction agreements. The Special Committee of the Board of Directors of Astra Space determined that the proposed transaction is in the best interests of Astra and unanimously recommended that the Astra Space Board approve the transaction. Acting upon the recommendation of the Special Committee, the Astra Space Board approved the transaction. The transaction has been approved by the written consent of the holders of the requisite number of shares of Astra?s common stock, such that no additional stockholder approval is required. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions.

Freshfields Bruckhaus Deringer and Pillsbury Winthrop Shaw Pittman LLP as legal counsel and Moelis & Company LLC acted as financial advisor to Astra Space. Houlihan Lokey acted as financial advisor and fairness opinion provider to Special Committee of Astra. Houlihan Lokey became entitled to a fee of $375,000 (the ?Initial Fee?) upon its retention by the Special Committee, $250,000 upon the 30-day anniversary of the receipt by the Company of an acquisition proposal from the Specified Stockholders, and $500,000 (the ?Opinion Fee?) upon the rendering of its opinion to the Special Committee. Houlihan Lokey is also entitled to a fee of $3.0 million upon the closing of the Merger. Continental Stock Transfer & Trust Company acted as transfer agent to Astra.