Astra Space, Inc. entered into letter of intent to acquire Holicity Inc. (NasdaqCM:HOL) from Pendrell Corporation (OTCPK:PCOA), Millennium Management LLC, Light Street Capital Management, LLC, X-icity Holdings Corporation and others for approximately $2 billion in a reverse merger transaction on October 21, 2020. Astra Space, Inc. entered into definitive business combination agreement to acquire Holicity Inc. for approximately $2 billion in a reverse merger transaction on January 29, 2021. The transaction reflects an implied pro-forma enterprise value for Astra of approximately $2.1 billion. Upon closing, the transaction is expected to provide up to $500 million in cash proceeds, including up to $300 million of cash held in the trust account of Holicity and an upsized $200 million PIPE led by funds and accounts managed by BlackRock. Astra's existing shareholders will hold approximately 78% of the outstanding shares of common stock of the combined company immediately following the consummation of the transaction, assuming no redemptions by Holicity's existing public stockholders. Astra's founders will hold their interest in the pro forma combined company through super-voting (10:1) common stock. Upon the closing of the transaction, the combined company will be named Astra and will be listed on NASDAQ under the symbol “ASTR.” Following the closing of the transaction, the combined company will continue to be led by Founder and Chief Executive Officer Chris Kemp. It is expected that Craig McCaw will join Astra's Board of Directors. On June 21, 2021, Astra announced the appointment of Michael Lehman and Scott Stanford as members of the Astra board of directors, to be installed upon the consummation of the transaction. Michael Lehman will be appointed to serve as the chair of its audit committee.

The closing of the Business Combination is subject to certain customary conditions, including, among other things: approval by Holicity's stockholders and Astra's stockholders of the business combination agreement, the business combination and certain other actions related thereto; the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended; (iii) Holicity having at least $250 million of cash at the closing of the Business Combination, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements, after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the business combination and the payment of Astra's and Holicity's outstanding transaction expenses as contemplated by the business combination agreement; all consents required to be obtained from or made with any Governmental Authority shall have been obtained; the shares of Class A common stock of New Astra to be issued in connection with the business combination having been approved for listing on The Nasdaq Capital Market (“Nasdaq”) subject only to official notice of issuance thereof; no material adverse effect, as defined in the Business Combination Agreement, has occurred with respect to Astra; other customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission (“SEC”), and each Founder is employed by and devotes his full time and attention to Astra, and has not died or become disabled. The business combination was unanimously approved by the boards of directors of both Astra and Holicity. As of June 4, 2021, registration statement was declared effective. The transaction is expected to be completed in the second quarter of 2021.

Deutsche Bank Securities acted as lead financial advisor and capital markets advisor to Holicity. BofA Securities acted as lead placement agent on the PIPE, financial advisor and capital markets advisor to Holicity. PJT Partners, LP acted as sole financial advisor to Astra and also as a placement agent on the PIPE. Jason D. Osborn, Neely B. Agin, Bryant Everett Gardner, Robert B. Heller, Eleni Kouimelis, Scott E. Landau, Christopher B. Monahan, Jennifer Stadler, Becky L. Troutman, Justin J. Podjasek and David A. Sakowitz of Winston & Strawn LLP acted as legal advisors to Holicity. Carl P. Marcellino, Elaine Murphy, Regina Sam Penti, Pascal Mayer, Renata Ferrari, Loretta Richard and Paul D. Tropp of Ropes & Gray LLP acted as legal advisors to Astra. Morrow & Co., LLC acted as information agent to Holicity and will receive a fee of $30,000 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Holicity. BofA Securities will receive $2.75 million and Deutsche Bank will be paid $3.25 million for their role as financial advisors.

Astra Space, Inc. completed the acquisition of Holicity Inc. (NasdaqCM:HOL) from Pendrell Corporation (OTCPK:PCOA), Millennium Management LLC, Light Street Capital Management, LLC, X-icity Holdings Corporation and others in a reverse merger transaction on June 30, 2021.Holicity shareholders approved the transaction at a general meeting on June 30, 2021. The combined company is expected to start trading on the Nasdaq Global Select Market on July 1, 2021