On March 7, 2024, Astra Space, Inc. entered into a series of agreements with various investors and entities to facilitate a merger with Apogee Parent Inc. and its subsidiary, Apogee Merger Sub Inc. The agreements include an Equity Commitment Letter, Warrant Exchange Agreement, Noteholder Conversion Agreement, and an Interim Investors' Agreement. These documents outline the terms for the exchange of securities, conversion of notes, and the governance structure leading up to the merger's completion. The agreements also specify the conditions under which investors will contribute capital and the treatment of Astra Space's existing securities. The merger will result in Astra Space becoming a wholly-owned subsidiary of Apogee Parent Inc. The agreements were executed with the involvement of key investors...Show More

On March 7, 2024, Astra Space, Inc. entered into a series of agreements with various investors and entities to facilitate a merger with Apogee Parent Inc. and its subsidiary, Apogee Merger Sub Inc. The agreements include an Equity Commitment Letter, Warrant Exchange Agreement, Noteholder Conversion Agreement, and an Interim Investors' Agreement. These documents outline the terms for the exchange of securities, conversion of notes, and the governance structure leading up to the merger's completion. The agreements also specify the conditions under which investors will contribute capital and the treatment of Astra Space's existing securities. The merger will result in Astra Space becoming a wholly-owned subsidiary of Apogee Parent Inc. The agreements were executed with the involvement of key investors such as JMCM Holdings, LLC, MH Orbit LLC, SherpaVentures Fund II, LP, and others. The merger is subject to customary closing conditions, including regulatory approvals and the absence of any legal impediments. The transaction is expected to be tax-deferred under Section 351(a) of the Internal Revenue Code. The agreements also address the allocation of expenses and the procedure for obtaining necessary governmental approvals. The detailed arrangements are set to govern the actions of the parties involved until the merger's completion.