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Astra Space | SC 13D/A: Statement of acquisition of beneficial ownership by individuals (Amendment)-Adam London(9.3%)

SEC announcement ·  Mar 11 21:53
Summary by Moomoo AI
On March 7, 2024, Astra Space, Inc. entered into an Agreement and Plan of Merger with Apogee Parent Inc. and its wholly owned subsidiary, Apogee Merger Sub Inc. The merger agreement stipulates that Apogee Merger Sub will merge with Astra Space, resulting in Astra becoming a wholly owned subsidiary of Apogee Parent. The merger is consistent with the Revised Proposal described in a previous amendment and will convert each share of Astra's Class A Common Stock into a right to receive $0.50 in cash. Prior to the merger's effective time, all Class B Common Stock held by specified stockholders will be converted into Class A Common Stock and acquired by Parent under rollover agreements. Additionally, all outstanding Convertible Notes and Warrants...Show More
On March 7, 2024, Astra Space, Inc. entered into an Agreement and Plan of Merger with Apogee Parent Inc. and its wholly owned subsidiary, Apogee Merger Sub Inc. The merger agreement stipulates that Apogee Merger Sub will merge with Astra Space, resulting in Astra becoming a wholly owned subsidiary of Apogee Parent. The merger is consistent with the Revised Proposal described in a previous amendment and will convert each share of Astra's Class A Common Stock into a right to receive $0.50 in cash. Prior to the merger's effective time, all Class B Common Stock held by specified stockholders will be converted into Class A Common Stock and acquired by Parent under rollover agreements. Additionally, all outstanding Convertible Notes and Warrants will be converted into shares of Parent's Series A preferred stock or exchanged for warrants to purchase Parent's preferred stock, respectively. The merger is subject to various closing conditions, including stockholder approval and the absence of any legal obstacles. The merger agreement also includes provisions for the treatment of Astra's equity awards and certain investor agreements. Astra Space's Class A Common Stock will be delisted from the Nasdaq Capital Market if the merger is completed. The merger agreement was unanimously approved by Astra's board of directors, acting on the recommendation of a special committee, and is deemed fair and in the best interests of Astra and its public stockholders.

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