EX-99.(C)(2) 2 d681503dex99c2.htm EX-99.(C)(2) EX-99.(c)(2)

Exhibit (c)(2) February 25, 2024 Project Star Discussion Materials for the Special Committee Strictly Confidential. Not for Distribution.


Ͳ Ͳ ƒƒƒ Founder Proposal Sources & Uses Sources & Uses (Excerpt from Founder Proposal) ($inmillions,exceptpersharedata) PurchasePriceOffer @$0.50perShare IllustrativeCashSources $% EquityContributedbyCertainAccreditedInvestors$44.095% ReleaseofSegregatedFunds2.45% TotalIllustrativeCashSources$46.4100% IllustrativeCashUses $% EstimatedCashtoNonRollingShareholders$7.717% EstimatedSellerTransactionFees4.610% EstimatedBuyerTransactionFees5.813% D&OInsuranceTailPolicy3.47% MarginforDelays5.011% CashtoBalanceSheetforPostCloseOperations20.043% TotalIllustrativeCashUses$46.4100% Considerations Cash available pre-signing Funding between signing and closing Status of ~$44mm indicative commitments (i.e., immediate readiness to sign commitment letters) 2


Summary of Discussions with Investors Confirmed Timing to Indicated Investor Planned Signing of Commentary Commitment Commitment Com. Letter • Existing Notes investor MH Orbit [***] $16mm $16mm Early this week• Identified condition consists of $10mm of pro forma opening balance sheet cash • Introduced to Company by [***] [***] $10mm $10mm Early this week• Had not yet reviewed S&U, certain financing details • No material identified conditions • Existing Notes investor RBH [***] $5mm $5mm Early this week • No material identified conditions • Needs ~3 weeks to sign commitment letter • Has completed detailed diligence, reviewed data room, met with the Company, etc. [***] $5mm $5-10mm Several weeks• Believes in a good place with diligence • Meeting with lead investor 2/25 • Needs time to socialize with fund partners and/or network of investors, currently reviewing multiple other opportunities • Existing customer • Intends to structure investment as convertible debt • Negotiating pro forma commercial contract with Astra • Needs to conduct confirmatory diligence on pro forma AST Space Mobile $5mm $5mm By end of week capitalization of Company & financials • Needs to review documentation regarding investment and commercial agreement • Will need management approval to proceed • Strategic partner • Had not yet reviewed S&U, certain financing details, docs [***] $3mm $3-5mm End of March • Ability to fund commitment contingent on closing of [***] transaction Total $44mm $44-51mm 3


ƒƒƒƒ ƒƒƒƒƒ ƒƒƒ ƒ Founder Proposal Financing Observations The following observations are based on discussions with the Founders and six investors identified by the Founders as collectively prepared to provide ~$44mm of immediate financing commitments: All six investors confirmed plans to participate in the take-private transaction based on commitment levels communicated to the Special Committee by the Founders However, three investors accounting for ~$13mm are not in a position to provide immediate financing commitments One investor (~$5mm) will require several days, with the two others (~$8mm) requiring ~3+ weeks Founders noted possibility of reducing buyer transaction fees and/or pro forma opening cash There appears to be no committed financing for the period between now and closing of a transaction No incremental sources of cash available pre-signing have been identified to date Estimated required bridge financing between signing and closing of a transaction contemplated by the Founders to be provided via the following: o Acceleration of payments from vendors of ~$8-9mm o One of the identified investors has verbally communicated to the Founders the intent to fund ~$5mm of its planned commitments into the bridge at the time of signing of a transaction o HL has not independently confirmed the bridge financing sources, including requirements such parties may have prior to providing the bridge financing, including with respect to (i) signed equity commitment letters from investors and (ii) pro forma cash requirements o It is possible that the “commitment” of any party providing interim financing will be conditioned on binding commitments for all necessary financing needed to operate until closing Need to assess potential impact of changes in deal structure on investor commitments AST investment structure and pro forma commercial agreement Potential shortfall in targeted closing cash Implications of bridge financing Potential need for approval of proposed transaction by all current note investors 4


ƒƒƒƒƒ Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Astra Space, Inc. (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. 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ƒƒƒ Disclaimer (cont.) All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including, without limitation, estimates of potential cost savings and synergies) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. 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