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Astra Space | SC 13E3: Schedule filed to report going private transactions

SEC announcement ·  Apr 8 17:33
Summary by Moomoo AI
Astra Space, Inc. (Astra), a Delaware corporation, has filed a Rule 13e-3 Transaction Statement with the Securities and Exchange Commission (SEC) in connection with a proposed merger agreement. The merger involves Astra, Apogee Parent Inc., and Apogee Merger Sub Inc., with Astra set to continue as the surviving corporation and become a subsidiary of Parent. The agreement, dated March 7, 2024, includes equity financing commitments from various parties totaling approximately $28.8 million. Additionally, interim debt financing of $1.5 million from RBH Ventures Astra SPV, LLC, and a potential $1.0 million from MH Orbit, LLC, is expected by April 15, 2024, to address cash shortfalls during the merger process. On March 15, 2024, RBH purchased additional Company Convertible Notes and Company Warrants, reducing its interim debt financing commitment and equity commitment...Show More
Astra Space, Inc. (Astra), a Delaware corporation, has filed a Rule 13e-3 Transaction Statement with the Securities and Exchange Commission (SEC) in connection with a proposed merger agreement. The merger involves Astra, Apogee Parent Inc., and Apogee Merger Sub Inc., with Astra set to continue as the surviving corporation and become a subsidiary of Parent. The agreement, dated March 7, 2024, includes equity financing commitments from various parties totaling approximately $28.8 million. Additionally, interim debt financing of $1.5 million from RBH Ventures Astra SPV, LLC, and a potential $1.0 million from MH Orbit, LLC, is expected by April 15, 2024, to address cash shortfalls during the merger process. On March 15, 2024, RBH purchased additional Company Convertible Notes and Company Warrants, reducing its interim debt financing commitment and equity commitment. AST & Science, LLC has also agreed to purchase notes from Parent amounting to $2.5 million, contingent on the merger's completion. The merger will result in each Class A Share being converted into the right to receive $0.50 in cash, and the Class A Shares will be delisted from the Nasdaq Capital Market. The Astra board, advised by a special committee of independent directors, has approved the merger, deeming it fair and in the best interests of Astra and its stockholders, excluding certain specified stockholders. The required stockholder approval was obtained through a written consent from the majority stockholders on March 7, 2024. The merger is subject to customary closing conditions and regulatory approvals.

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