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                              April 26, 2024

       Lillian Kim
       Partner, Pillsbury Winthrop Shaw Pittman LLP
       Astra Space, Inc.
       31 West 52nd Street
       New York, NY 10019

                                                        Re: Astra Space, Inc.
                                                            Schedule 13E-3
filed April 8, 2024 filed by Astra Space, Inc. et al.
                                                            File No. 005-91610
                                                            color:white;"_
                                                            Preliminary
Information Statement
                                                            Filed April 8, 2024
                                                            File No. 001-39426

       Dear Lillian Kim:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

              After reviewing your response to these comments, we may have
additional
       comments. All defined terms used here have the same meaning as in that
preliminary
       information statement, and revisions responding to these comments should
be made there, unless
       otherwise noted.

       Schedule 13E-3 filed April 8, 2024

       Schedule 13E-3 - Introduction, page i

   1.                                                   Refer to the third full
paragraph under the Introduction section of the schedule 13E-3
                                                        (beginning "Upon the
consummation of the Merger"). The first sentence appears to be
                                                        missing words; please
revise to correct. Additionally, Specified Holder is not defined in
                                                        the Schedule 13E-3
itself and Holdings Shares does not appear to be a defined term.
                                                        Please revise to define
or clarify these terms.
 Lillian Kim
FirstName   LastNameLillian Kim
Astra Space,  Inc.
Comapany
April       NameAstra Space, Inc.
       26, 2024
April 226, 2024 Page 2
Page
FirstName LastName
2.       We note that the Specified Stockholders include "certain trusts or
other entities in which
         either Mr. Kemp or Dr. London or their immediate family members hold
voting,
         proprietary, equity or other financial interests." In your response,
please provide your
         detailed legal analysis as to why such entities are not included as
filing persons in the
         Schedule 13E-3.
Schedule 13E-3 - Item 16, page xii

3.       It appears that the Houlihan Lokey materials filed as exhibits include
redactions (e.g.,
         page 3 of exhibit 99(c)(2)). Please submit a confidential treatment
request for the language
         redacted in your exhibits and refile the exhibits indicating that the
confidential
         information has been filed separately, as described in CF Disclosure
Guidance Topic
         No.7, and noting this fact in the exhibit index to Schedule 13E-3.
Alternatively, refile the
         exhibits in unredacted form.
Schedule 14C - General, page 1

4.       We note your disclosure relating to Rollover Shares and Rollover
Agreements throughout
         the Information Statement. Please describe such agreements, including
the anticipated
         parties to such agreements, or advise.
5.       Please describe how Class B Shares will be treated with respect to the
Merger.
6.       We note your disclosure in your Schedule 13E-3 that Item 12(d) is
[n]ot applicable.    In
         this respect, revise to disclose whether or not any executive officer,
director or affiliate of
         the Company (or any person specified in Instruction C to the schedule)
currently intends
         sell subject securities owned or held by that person. Refer to Item
1012(d) of Regulation
         M-A.
7.       We note your disclosure in the introduction to Schedule 13E-3 and
throughout the
         information statement that the Board determined the Transactions "are
advisable, fair to
         and in the best interests of the Company and all of the holders of the
issued and
         outstanding Common Shares, excluding the Specified Stockholders and
their respective
         affiliates (excluding the Company and its subsidiaries) (the 'Public
Stockholders')." It
         appears that the definition of Public Stockholders includes within it
directors and officers
         of the Company who are not otherwise affiliated with Parent, Merger
Sub, or the
         Specified Stockholders, even though those individuals are considered
affiliates of the
         Company under Rule 13e-3(a)(1). The definition of "Public
Stockholders"
         should therefore exclude such persons, so that the disclosure speaks
strictly to the fairness
         of the Merger to unaffiliated securityholders. Please revise
throughout the information
         statement and with respect to all filing persons. See Item 1014(a) of
Regulation M-A.
8.       Revise the financial information to reflect the financial statements
included in the
         Company's Form 10-K filed on April 18, 2024. In addition, note that
you must include at
         least summary financial statements in the disclosure document
disseminated
         to shareholders. See the Instruction to Item 13 of Schedule 13E-3.
 Lillian Kim
FirstName   LastNameLillian Kim
Astra Space,  Inc.
Comapany
April       NameAstra Space, Inc.
       26, 2024
April 326, 2024 Page 3
Page
FirstName LastName
Schedule 14C - Summary, page 1

9.       Please ensure that the Special Factors appear immediately after the
Summary. Refer to
         Rule 13e-3(e)(1)(ii). Also, revise the Summary and Q&A sections to
shorten them
         significantly and to avoid duplication.
Schedule 14C - Background of the Merger, page 27

10.      We note your disclosure throughout this section of updates and reports
from the financial
         advisors (e.g., an update by PJT Partners on the ongoing Sale Process
at the October 10,
         2023, Special Committee meeting and a discussion with Houlihan Lokey
of the status of
         discussions with Moelis and the co-founders' financing sources at the
November 16 SC
         Meeting). Each presentation, discussion, or report held with or
presented by the financial
         advisor, whether oral or written, is a separate report that requires a
reasonably detailed
         description meeting the requirements of Item 1015 of Regulation M-A.
This requirement
         applies to both preliminary and final reports. If the above referenced
disclosures relate
         to presentations made by PJT Partners or Houlihan Lokey during the
Special Committee   s
         evaluation of the transaction, please supplement the disclosure to
provide a reasonably
         detailed description of such meeting that satisfies the requirements
of Item 1015 and file
         any written materials, if applicable, as exhibits to the Schedule
13E-3 pursuant to Item 9
         of Schedule 13E-3 and Item 1016(c) of Regulation M-A. Refer to Meyers
Parking, Rel.
         34-26069 (Sep. 12, 1980).
Schedule 14C - Recommendation of the Special Committee; Reasons for the Merger,
page 66

11.      Please revise this section, as well as the correspondent sections for
the board of
         directors and the Parent Entities, to provide the disclosure listed in
instruction 2 to
         Item 1014 of Regulation M-A.
12.      Notwithstanding the existence of the Special Committee, please
disclose, if true, that an
         unaffiliated representative was not "retained" to act solely on behalf
of unaffiliated
         security holders for purposes of negotiating the transaction, or
advise. See Item 1014(d)
         of Regulation M-A and General Instruction E of Schedule 13E-3 that
requires negative
         responses to Item 8 of Schedule 13E-3 to be expressly stated.
Schedule 14C - Opinion of Houlihan Lokey Capital, Inc. to the Special
Committee, page 71

13.      Refer to the following statement on page 74: "The summary of these
analyses is not a
         complete description of the analyses underlying Houlihan Lokey   s
opinion." While a
         summary is necessarily an abbreviated version, please revise to avoid
implying it is not
         "complete." Pursuant to Item 1015(b)(6), the summary must describe the
material analyses
         and conclusions of the financial advisor in considerable detail.
14.      We note your disclosure on page 76 that there was "a presentation
reviewed with the
         Special Committee on March 4, 2024 and March 5, 2024." Please confirm
Houlihan
         Lokey reviewed a single presentation with the Special Committee on
both March 4 and
 Lillian Kim
FirstName   LastNameLillian Kim
Astra Space,  Inc.
Comapany
April       NameAstra Space, Inc.
       26, 2024
April 426, 2024 Page 4
Page
FirstName LastName
         March 5, 2024, or provide separate descriptions of each presentation
and attach each
         presentation as an exhibit.
15.      Provide additional disclosure describing Houlihan Lokey's financial
analyses. In this
         respect, we note that the current disclosure states that Houlihan
Lokey only reviewed the
         Liquidation Analysis and did not rely upon a discounted cash flow
analysis or a review of
         comparable transactions. In your revised disclosure, discuss how the
Liquidation Analysis
         informed Houlihan Lokey's fairness determination and describe the
basis upon which
         Houlihan Lokey determined the fairness of the transaction, given that
it does not appear
         Houlihan Lokey conducted any financial analysis.
Schedule 14C - Liquidation Analysis, page 76

16.      Item 1015 of Regulation M-A requires disclosure relating to any report
or appraisal
         materially related to a Rule 13e-3 transaction. Please provide the
information required
         under Item 1015(b) with respect to Riveron and file the Liquidation
Analysis as an
         exhibit.
Schedule 14C - Certain Company Financial Projections, page 77

17.      Please describe the differences between the Prior Projections and the
February
         Projections.
Schedule 14C - Position of the Parent Entities in Connection with the Merger,
page 81

18.      We note your disclosure on page 81 and elsewhere that the Parent
Entities "may be
         deemed to be affiliates of the Company." Given the filing persons'
determination to file a
         Schedule 13E-3, it is inappropriate to disclaim the underlying
conclusions reached by each
         such filing person in making the filing. Please revise.
19.      We note that this section appears to reference itself at the end of
the second paragraph.
         Please revise or advise.
Schedule 14C - Interests of Our Directors and Executive Officers in the Merger,
page 85

20.      Please include, in an appropriate location in the information
statement, the proceeds to be
         received by each director and officer with respect to shares of common
stock owned by
         such persons.
Schedule 14C - Fees and Expenses, page 90

21.      Please disclose the information represented by placeholders to the
extent possible (e.g., we
         note your disclosure elsewhere in the Information Statement indicating
that fees payable
         to the financial advisor are known at this time).
22.      See our comment above with respect to disclosure required under Item
1015 with respect
         to the Liquidation Analysis. Revise to disclose the information
required by Item
         1015(b)(4) of Regulation M-A, including the fees paid or payable to
Riveron and any
 Lillian Kim
FirstName   LastNameLillian Kim
Astra Space,  Inc.
Comapany
April       NameAstra Space, Inc.
       26, 2024
April 526, 2024 Page 5
Page
FirstName LastName
         material relationships between Riveron and the persons described in
Item 1015(b)(4) of
         Regulation M-A.
Schedule 14C - Financing of the Merger, page 108

23.      You describe certain additional debt financing to be provided "on or
before April 15,
         2024." In your revised disclosure, please provide any related updates
now that this date
         has passed.
24.      We note that the amount needed to finance the contemplated
transactions appears to be
         included elsewhere in the Information Statement. Please state the
estimated total funds
         necessary to complete the Merger or advise.
25.      We note your disclosure that the Equity Commitment Parties agreed to
provide equity
         financing "on the terms and subject to the conditions contained in the
Equity Commitment
         Letters.    To the extent material, disclose such conditions. See Item
1007(b) of Regulation
         M-A.
26.      Please disclose the existence of any alternative financing plans or
arrangements in the
         event that Parent is unable to fund the amount needed to complete the
contemplated
         transactions from the Equity Commitment Letters. If there are none, so
state. See General
         Instruction E to Schedule 13E-3, Item 10 of Schedule TO, and Item
1007(b) of Regulation
         M-A.
Schedule 14C - Prior Public Offerings, page 118

27.      You state that there were no underwritten public offerings for Class A
Shares or Class B
         Shares the past three years. In this regard, we note that the Company
completed its de-
         SPAC business combination on June 30, 2021. Please provide the
information required by
         Regulation M-A Item 1002(e) or advise.
Schedule 14C - Where You Can Find More Information, page 128

28.      Note that neither Schedule 13E-3 nor Schedule 14C specifically permit
general
         "forward incorporation" of documents to be filed in the future.
Rather, you must
         specifically amend your document to specifically list any such
filings. Please revise.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 Lillian Kim
Astra Space, Inc.
April 26, 2024
Page 6

      Please direct any questions to Daniel Duchovny at 202-551-3619 or Laura
McKenzie at
202-551-4568.



FirstName LastNameLillian Kim                           Sincerely,
Comapany NameAstra Space, Inc.
                                                        Division of Corporation
Finance
April 26, 2024 Page 6                                   Office of Mergers &
Acquisitions
FirstName LastName