Announcement • Jul 18
Chris Kemp and Adam London completed the acquisition of the remaining 66.4% stake in Astra Space, Inc. (NasdaqCM:ASTR). 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.
Chris Kemp and Adam London completed the acquisition of the remaining 66.4% stake in Astra Space, Inc. (NasdaqCM:ASTR) on July 18, 2024. Announcement • Jun 28
Astra Space, Inc.(NasdaqCM:ASTR) dropped from S&P TMI Index Astra Space, Inc.(NasdaqCM:ASTR) dropped from S&P TMI Index Announcement • May 25
Astra Space, Inc. Receives A Deficiency Notice from Nasdaq On May 22, 2024, Astra Space, Inc. (Astra") received a deficiency notice from Nasdaq indicating that, because Astra did not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the Form 10-Q") with the Securities and Exchange Commission (the SEC"), Astra is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the Rule"), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC. As previously reported by Astra on its Notification of Late Filing on Form 12b-25, filed with the SEC on May 14, 2024, Astra was unable to file its Form 10-Q without unreasonable effort or expense by the prescribed due date for such filing. The notice has no immediate effect on the listing of Astra's Class A common stock. The notice provides that Astra has until July 22, 2024, to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts the plan, Nasdaq may grant Astra an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 18, 2024, to regain compliance. If Astra fails to regain compliance prior to the expiration of any such exception period or if Nasdaq does not accept the plan of compliance, then Nasdaq will give notice that Astra's Class A common stock is subject to delisting and Astra will be able to appeal that delisting before a Nasdaq hearings panel. As previously disclosed on Astra's Current Reports on Form 8-K filed with the SEC on April 19, 2024 and April 26, 2024, respectively, Astra is also not currently in compliance with Nasdaq Listing Rules 5450(a)(1) (the Minimum Bid Price Requirement") and 5550(b)(1) (the Minimum Stockholders' Equity Requirement"). There can be no assurance that Nasdaq will accept such plan or grant an exception period, that any hearing would be successful or that Astra will be able to regain compliance with the Rule, the Minimum Bid Price Requirement or the Minimum Stockholders' Equity Requirement within the deadline or any exception period that may be granted, or maintain compliance with the other continued listing requirements set in the Nasdaq Listing Rules. As previously disclosed in Astra's Current Report on Form 8-K filed with the SEC on March 12, 2024, Astra entered into that certain Agreement and Plan of Merger with Apogee Parent Inc. (Parent") and Apogee Merger Sub Inc. (Merger Sub") on March 7, 2024, pursuant to which Merger Sub will be merged with and into Astra (the Merger"), with Astra being the surviving entity of such Merger and a wholly-owned direct subsidiary of Parent. If the Merger is consummated before July 22, 2024, Astra's Class A common stock will be delisted from the Nasdaq Capital Market in connection with the consummation of the Merger. Announcement • May 16
Astra Space, Inc. announced delayed 10-Q filing On 05/14/2024, Astra Space, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 22
Astra Space, Inc. Receives A Deficiency Notice from Nasdaq On April 17, 2024, Astra Space, Inc. ("Astra") received a deficiency notice from NASDAQ that Astra is not in compliance with Rule 5450(a)(1) of the listing requirements because its per share closing bid price has been below $1.00 for the last thirty consecutive business days. This notice has no immediate effect on the listing of Astra's Class A common stock. Pursuant to Rule 5810(c)(3)(A), Astra has 180 calendar days, or until October 14, 2024, to regain compliance with the minimum bid price requirement set in Rule 5450(a)(1) (the Minimum Bid Price Requirement"). NASDAQ's notice stated that if, at any time before October 14, 2024, the per share closing bid price of Astra's Class A common stock is at least $1.00 for a minimum of ten consecutive business days, NASDAQ's staff will provide Astra written notice that it complies with the Minimum Bid Price Requirement. Astra intends to monitor the per share closing bid price of its Class A common stock and consider available options if its Class A common stock does not trade at a level likely to result in the Company regaining compliance with Minimum Bid Price Requirement by October 14, 2024. If Astra does not regain compliance with the Minimum Bid Price Requirement by October 14, 2024, Astra may be eligible for an additional 180 calendar day compliance period. To qualify, Astra would need to, among other things, meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for NASDAQ, with the exception of the Minimum Bid Price Requirement, and provide written notice to NASDAQ that it intends to cure the deficiency during the second compliance period. If NASDAQ concludes that Astra will not be able to cure the deficiency during the second compliance period, or Astra does not make the required representations, then NASDAQ will give notice that Astra's Class A common stock is subject to delisting and Astra will be able to appeal that delisting before a NASDAQ hearings panel. There can be no assurance that Astra will regain compliance with the Minimum Bid Price Requirement or that it will otherwise remain in compliance with the other listing requirements for NASDAQ. As previously disclosed in Astra's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2024, Astra entered into that certain Agreement and Plan of Merger with Apogee Parent Inc. (Parent") and Apogee Merger Sub Inc. (Merger Sub") on March 7, 2024, pursuant to which Merger Sub will be merged with and into Astra (the Merger"), with Astra being the surviving entity of such Merger and a wholly-owned direct subsidiary of Parent. If the Merger is consummated before October 14, 2024, Astra's Class A common stock will be delisted from the Nasdaq Capital Market in connection with the consummation of the Merger. 