EX-99.(C)(5) 5 d681503dex99c5.htm EX-99.(C)(5) EX-99.(C)(5)

Exhibit (c)(5) December 19, 2023 Project Star Discussion Materials for the Special Committee Strictly Confidential. Not for Distribution. Preliminary Draft. Subject to Further Review & Modification.


PROCESS UPDATE 3 01 PRELIMINARY ILLUSTRATIVE BANKRUPTCY 6 SCENARIOS 02 10 APPENDIX 03 11 Illustrative Take-Private Considerations 13 Draft Preliminary Illustrative DIP Budget 15 Buyer Outreach Update 19 DISCLAIMER 04


PROCESS UPDATE 01 02


Process Overview & Observations § Recent $17.8mm senior secured convertible notes financing from Pine Ridge, ACME and the Founders Financing: § Founders have suggested they can arrange an additional $3-5mm of bridge commitments in order to extend Company's cash runway § Any such financing will require cooperation of the existing holders of the senior secured convertible notes and may impact the viability of certain bankruptcy scenarios § PJT outreach to 30 parties and HL discussions with 11 parties (8 of which were incremental to the PJT outreach) since August 2023 Sale of Company or § No proposals received from third parties aside from Pendrell, Latitude and Blue Origin Assets to § Pendrell submitted proposal on 10/16/2023 to purchase 50.1% stake in ASE for $25mm, implying a ~$50mm valuation – but subsequently vocalized a 50% reduction in valuation and ultimately declined to pursue ASE Third-Party: § Latitude submitted proposal on 11/29/2023 to acquire the Company based on equity valuation of up to $30mm, subject to satisfactory release or conversion of all financial obligations, which effectively results in no value to the common stock. Closing conditions included comprehensive business, financial and technical diligence as well as CFIUS review § Blue Origin submitted proposal on 11/9/2023 to purchase discrete equipment for $1.6mm, which per Company management is deemed core to ASE operations and has $5mm replacement value § No incremental parties have been identified with interest and access to requisite financing § Multiple public disclosures have been made around review of financing and strategic alternatives § Founders submitted proposal on 11/8/2023 providing for the purchase of the outstanding share capital not owned by the Founders Founder based on a purchase price of $1.50 per share Proposal: 1 § Implies equity valuation of $76 million and equity check of $26mm to buy out non-insiders § Proposal based on certain assumptions related to balance sheet position, transaction expenses and share counts, among others § Founders have reached out to ~64 parties to obtain financing commitments, but to date have not confirmed sufficient financing to support the proposal § Pine Ridge exploring a potential pre-arranged Chapter 11 bankruptcy proposal potentially involving the following: Bankruptcy: § Pine Ridge funding the bankruptcy process through a prepetition loan and a separate DIP loan, each equitized or rolled into an exit facility (TBD) § Pre-arranged process would be negotiated and agreed to by the prepetition lenders before filing, minimizing the time in bankruptcy and costs § Unsecured claims would be reinstated or assumed by the post-reorg entity § Pine Ridge has not yet made a proposal, which would require an amendment to its 13D filing § While additional details would be needed to analyze a potential Pine Ridge proposal, considerations related to illustrative hypothetical Chapter 11 and Chapter 7 scenarios developed by Riveron and Company management are provided on the pages that follow § Regardless of specifics, bankruptcy scenarios are highly unlikely to result in any recovery to common equity 1. Refers to Pine Ridge, ACME and Founders. Sources: Company management and advisors, Pendrell, Latitude, Blue Origin and Founder Proposals, public filings. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 4


15-Week Cashflow Forecast (dollars in thousands) Status Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Week 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Week Ended 12/22 12/29 1/5 1/12 1/19 1/26 2/2 2/9 2/16 2/23 3/1 3/8 3/15 3/22 3/29 Receipts Customer Collections - Launch $240 -- $98 -- -- -- -- -- -- -- -- -- -- -- -- Customer Collections - Engine 3,356 -- 213 -- -- 455 300 329 1,361 200 1,450 -- 1,308 255 -- Other Receipts -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- Total Receipts $3,596 -- $311 -- -- $455 $300 $329 $1,361 $200 $1,450 -- $1,308 $255 -- Operating & Recurring Disbursements Total Payroll ($135) ($1,500) -- ($1,500) -- -- ($1,500) -- ($1,500) -- ($1,500) -- ($1,500) -- ($1,500) Monthly Benefits -- -- (349) -- -- -- -- (349) -- -- -- (349) -- -- -- Expense Reimbursements (25) (25) (25) (25) (25) (25) (25) (25) (25) (25) (25) (25) (25) (25) (25) Personnel Expense ($160) ($1,525) ($374) ($1,525) ($25) ($25) ($1,525) ($374) ($1,525) ($25) ($1,525) ($374) ($1,525) ($25) ($1,525) AP Payments (900) (900) (523) (900) (900) (900) (900) (523) (900) (900) (900) (523) (900) (900) (900) Credit Card (332) -- -- -- -- (150) -- -- -- (150) -- -- -- (150) -- Rent -- -- (377) -- -- -- -- (377) -- -- -- (377) -- -- -- Income & Other Corporate Taxes -- (200) -- -- -- -- -- -- -- -- -- -- -- -- -- Insurance -- -- (275) -- (12) (21) (254) -- (12) -- (275) -- (12) -- (275) Total Disbursements ($1,392) ($2,625) ($1,549) ($2,425) ($937) ($1,096) ($2,679) ($1,274) ($2,437) ($1,075) ($2,700) ($1,274) ($2,437) ($1,075) ($2,700) Net Cash Flow Before Financing & Non-Recurring $2,204 ($2,625) ($1,238) ($2,425) ($937) ($640) ($2,379) ($945) ($1,076) ($875) ($1,249) ($1,274) ($1,129) ($820) ($2,700) Financing & Non-Recurring Cash Flow Non-Recurring Professional Fees ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) Total Financing & Non-Recurring ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) ($100) Net Cash Flow $2,104 ($2,725) ($1,338) ($2,525) ($1,037) ($740) ($2,479) ($1,045) ($1,176) ($975) ($1,349) ($1,374) ($1,229) ($920) ($2,800) Liquidity Summary Opening Cash Balance $6,365 $8,469 $5,744 $4,407 $1,881 $844 $104 ($2,375) ($3,419) ($4,595) ($5,570) ($6,919) ($8,293) ($9,523) ($10,443) Net Cash Flow 2,104 (2,725) (1,338) (2,525) (1,037) (740) (2,479) (1,045) (1,176) (975) (1,349) (1,374) (1,229) (920) (2,800) Ending Cash Balance $8,469 $5,744 $4,407 $1,881 $844 $104 ($2,375) ($3,419) ($4,595) ($5,570) ($6,919) ($8,293) ($9,523) ($10,443) ($13,242) Less Restricted Cash (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) (2,500) Ending Available Cash $5,969 $3,244 $1,907 ($619) ($1,656) ($2,396) ($4,875) ($5,919) ($7,095) ($8,070) ($9,419) ($10,793) ($12,023) ($12,943) ($15,742) Note: Reflects update to figures used to develop Preliminary DIP Budget shown on page 14 – accordingly, operating cash flows do not tie from week-to-week due primarily to timing differences. Note: Prepared by Riveron and Company management. Sources: Company management, Riveron. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 5


PRELIMINARY ILLUSTRATIVE BANKRUPTCY SCENARIOS 02 01


Overview of Potential Preliminary Illustrative Bankruptcy Scenarios Prelim. Scenario Chapter 11 Bankruptcy Chapter 7 Liquidation § 13+ weeks§ 13 – 21 weeks Timing: § ~$35mm - $45mm total§ ~$18mm - $27mm total Estimated § ~$20mm operations (13 weeks)§ ~$7-11mm wind-down expenses (13-21 weeks) Funding § ~$15mm bankruptcy expenses§ ~$11mm - $16mm bankruptcy expenses Requirements: § ~$10mm contingency (i.e. elongated process, etc.) § DIP financing required to fund operations and§ Company ceases as an operating entity Selected professional fees during bankruptcy process § Mitigates derivative litigation Considerations: § Potential for customer/business dislocation § Potential to derive proceeds from asset sales likely substantially § Opportunity for Company to reject unfavorable more limited than in a Chapter 11 bankruptcy scenario contracts and reduce Accounts Payable balance § Recovery to common equity impacted by estimated debt and § Mitigates derivative litigation other claims of ~$110mm to $119mm ranked ahead of common equity § Potential to derive proceeds from asset sale(s) § Recovery to common equity impacted by DIP Financing and Senior Secured Debt estimated at ~$59mm to $69mm (which amount does not include potential unsecured claims or required financing post-emergence) § Immediate filing, with 13-weeks in bankruptcy§ Immediate filing, with wind-down period of 13 – 21 weeks Selected § ASE and Launch continue normal operations, without§ Payroll begins at weekly average of $0.7mm, declining gradually Assumptions: significant near-term dislocation to $0.2 million per week by end of wind-down period § Operating costs average ~$1.8mm weekly, with§ Professional fees of $0.6mm per week for duration collections averaging $0.5mm per week § Liquidator and Trustee fees tied to assumed gross proceeds § Restructuring costs of ~$15mm consisting of (i) § Certain estimates related to administrative, priority and $11mm professional fees and (ii) $4mm management unsecured claims based on 9/30/2023 balance sheet retention payments § Upfront AP payments of $6mm to maintain terms with critical vendors Note: Illustrative only. Provided solely for informational purposes. Note: In the illustrative preliminary bankruptcy scenarios, figures shown only represent costs incurred during the proceeding and does not reflect any preparation costs leading up to the date of filing. Further, there may be additional professional fees that are not reflected in the estimated costs. Note: All debt figures assume senior secured convertible notes entitled to principal plus minimum returns, which remains subject to review and confirmation. Sources: Company management and Riveron. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 7


Preliminary Chapter 11 Reorganization Considerations Estimated Illustrative Funded Net Debt Immediately Prior to Emergence Funded Net Debt Immediately Prior to Emergence (dollars in millions) Low High Required DIP Financing $36.3 -- $46.3 High end of Required DIP Senior Secured Debt Financing range Convertible Notes Principal [1] $18.5 $18.5 illustratively includes Minimum Return Multiple 1.5x 1.5x $10mm contingency tied Total Convertible Notes Obligations $27.7 -- $27.7 to potential extension of process timeline, among Cash & Cash Equivalents Balance [2] ($5.0) -- ($5.0) other factors Funded Net Debt Immediately Prior to Emergence $59.0 -- $69.0 Estimated funded net debt hurdle prior to recovery to common stock – does not take into account potential unsecured claims prior to emergence or financing requirements post-emergence DIP Financing Required to Fund Costs in Reorganization (Illustratively Assumes Emergence on March 8, 2024) (dollars in millions) One-Time Payments: Aggregate 13-Week Total Restructuring Average Weekly Petition/Emergence + Cash Outflows = Costs Cash Outflows [3] $2.8 $8.6 $11.4 $0.7 Professional & Restructuring Fees * 4.0 10.6 14.6 0.8 Retention Bonuses / Payroll * 6.0 10.4 16.4 0.8 Vendor Payments 1.5 2.8 4.3 0.2 Rent & Other Expenses 0.0 (10.4) (10.4) (0.5) Collections $14.3 $22.0 $36.3 $2.0 Estimated Total DIP Financing Requirements * Restructuring costs denoted with orange shading Note: Illustrative only. Provided solely for informational purposes. Note: In the illustrative preliminary bankruptcy scenarios, figures shown only represent costs incurred during the proceeding and does not reflect any preparation costs leading up to the date of filing. Further, there may be additional professional fees that are not reflected in the estimated costs. Note: All debt figures assume senior secured convertible notes entitled to principal plus minimum returns, which remains subject to review and confirmation. Note: Estimated reorganization costs provided by Riveron and Company management. Note: Low end of range does not consider contingency reserve of 15%. 1. Includes accrued interest at 3/8/2024. 2. Table does not reflect $1.8mm of aggregate estimated DIP financing costs, which are assumed to be funded with a corresponding portion of the $6.5 - $7.0mm beginning cash on the balance sheet. 3. Represents average estimated weekly cash outflow / (inflow) based on 13-week average over reorganization period. Collections weekly average excludes amounts collected during the week ended 12/15/23. Sources: Company management, Riveron, and public filings. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 8


Preliminary Chapter 7 Liquidation Considerations Estimated Illustrative Total Liabilities Liquidation (dollars in millions) Low High Cost of Asset Liquidation Low end of costs range Wind-Down Costs [1] $6.6 -- $10.8 based on 13-week process Trustee and Liquidator Fees [2] 3.1 -- 3.1 Professional Fees [3] 8.3 -- 13.2 High end of costs range Total Cost of Asset Liquidation $18.0 $27.1 based on 21-week process Other Superpriority Claims Taxes Payable and Accrued Tax Liability [4] $2.3 -- $2.3 Secured Claims [5] Convertible Notes Principal [6] $18.5 -- $18.8 Minimum Return Multiple 1.50x 1.50x Total Convertible Notes Obligations $27.7 -- $28.2 Admin., Priority & Unsecured Claims Employee Claims [7] $0.8 -- $0.8 Accounts Payable [7] 10.3 -- 10.3 Accrued Liabilities [4] 6.4 -- 6.4 Deferred Liabilities [4] 39.5 -- 39.5 Other Current Liabilities [4] 4.5 -- 4.5 Total Admin., Priority & Unsecured Claims $61.5 $61.5 Total Estimated Liabilities With Priority to Common $109.5 $119.2 -- Note: Illustrative only. Provided solely for informational purposes Note: In the illustrative preliminary bankruptcy scenarios, figures shown only represent costs incurred during the proceeding and does not reflect any preparation costs leading up to the date of filing. Further, there may be additional professional fees that are not reflected in the estimated costs.. Note: All debt figures assume senior secured convertible notes entitled to principal plus minimum returns, which remains subject to review and confirmation. Note: Estimated liquidation costs and liabilities provided by Riveron and Company management. 1. Assumes beginning average weekly payroll of $0.7mm declining to $0.2mm per week over liquidation period. 2. Assumes Trustee Fees based on 3% of assumed gross proceeds and Liquidator Fees based on 5% of assumed gross proceeds, in each case based on midpoint of illustrative indicative range of gross proceeds prepared by Riveron and Company management. 3. Assumes $0.6mm weekly professional fees. 4. Based on 9/30/2023 balance sheet. 5. Does not incorporate impact of ~$11mm of capital leases as of 9/30/2023. 6. For illustrative purposes, based on convertible notes balance (including accrued interest) as of 3/8/24 (13-week process) and 5/3/24 (21-week process). 7. Based on estimates as of 12/15/2023. Sources: Company management, Riveron, and public filings. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 9


APPENDIX 03 03


APPENDIX Illustrative Take-Private Considerations 03 02


Illustrative Acquisition At Various Share Prices (dollars and shares in millions, except per share values) Founders’ Current Illustrative Offer Prices Per Share Offer Price per Share $1.25 $0.25 $0.50 $0.75 $1.00 $1.25 $1.50 Date Statistic Premium / (Discount) to Unaffected Closing Price 11/08/23 $0.74 68.9% (66.2%) (32.4%) 1.4% 35.1% 68.9% 102.7% Premium / (Discount) to ASTR Current Price 12/15/23 $1.25 0.0% (80.0%) (60.0%) (40.0%) (20.0%) 0.0% 20.0% Premium / (Discount) to 30-Day ASTR VWAP 12/15/23 $1.37 (8.6%) (81.7%) (63.4%) (45.2%) (26.9%) (8.6%) 9.7% Diluted Shares Outstanding Class A Shares 18.8 18.8 18.8 18.8 18.8 18.8 18.8 Class B Shares 3.7 3.7 3.7 3.7 3.7 3.7 3.7 Restricted Stock Units 0.7 0.7 0.7 0.7 0.7 0.7 0.7 Option Dilution 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Warrant Dilution 3.3 0.0 0.0 0.0 1.8 3.3 4.2 1 Convertible Dilution 23.0 0.0 0.0 0.0 0.0 23.0 23.0 Fully Diluted Shares Outstanding 49.5 23.2 23.2 23.2 25.0 49.5 50.5 2 Less: Insider Shares (5.9) (5.9) (5.9) (5.9) (5.9) (5.9) (5.9) 3 Less: Insider Options 0.0 0.0 0.0 0.0 0.0 0.0 0.0 4 Less: Insider Warrants (3.3) 0.0 0.0 0.0 (1.8) (3.3) (4.2) Less: Convertible Dilution (23.0) 0.0 0.0 0.0 0.0 (23.0) (23.0) Non-insider Shares Outstanding 17.3 17.3 17.3 17.3 17.3 17.3 17.3 Total Equity Value $61.9 $5.8 $11.6 $17.4 $25.0 $61.9 $75.8 Non-insider Equity Value $21.6 $4.3 $8.6 $13.0 $17.3 $21.6 $26.0 Memo: Convertible Notes 1 Principal Balance (including accrued Interest) $18.6 $18.6 $18.6 $18.6 $18.6 $18.6 $18.6 Minimum Return Multiplier 1.50x 1.50x 1.50x 1.50x 1.50x 1.50x 1.50x Convertible Notes Minimum Return $27.9 $27.9 $27.9 $27.9 $27.9 $27.9 $27.9 Implied Value of Converted Convertible Notes $28.8 $0.0 $0.0 $0.0 $0.0 $28.8 $34.5 5 Implied Value of Convertible Notes and Common Equity $61.9 $33.7 $39.5 $45.3 $52.9 $61.9 $75.8 Note: Illustrative only. Provided solely for informational purposes. 1. Convertible notes balance includes accrued interest through 03/31/2024 and assumes minimum return of 150% on notes outstanding. 2. Insider shares outstanding include Class A shares, Restricted Stock Units and Class B shares held by Chris Kemp, Adam London as well as shares held by ACME and affiliates and Pine Ridge and affiliates. 3. Insider options include options held by Chris Kemp and Adam London; assumes treasury stock method for conversion of options. 4. Represents warrants held by Convertible note holders with strike price of $0.808; assumes treasury stock method for warrant conversion. 5. Implied value of Convertible notes represents the greater of Convertible notes minimum return and the implied “as-converted” value. Sources: public filings, Capital IQ; Market date as of 12/15/2023; Assumes illustrative transaction close of 03/31/2024. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 12


APPENDIX Draft Preliminary Illustrative DIP Budget 03 03


Draft Preliminary Illustrative DIP Budget (dollars in thousands) Petition 12/15 12/22 12/29 1/5 1/12 1/19 1/26 2/2 2/9 2/16 2/23 3/1 3/8 Emergence Total Total Receipts – 4,751 835 100 211 401 200 856 429 200 760 200 1,250 200 - 10,395 – Payroll & benefits – (1,419) (142) (1,575) (374) (1,575) (25) (25) (1,575) (374) (1,575) (25) (1,575) (374) - (10,633) AP Payments (6,000) (702) (900) (900) (523) (900) (900) (900) (900) (523) (900) (900) (900) (523) - (16,372) Credit Card (1,500) – (275) – – – – (150) – – – (150) – – - (2,075) Rent – – – – (377) – – – – (377) – – – (377) - (1,130) Other – (51) – (200) (275) – (12) (21) (254) – (12) – (275) – - (1,100) Total Payments (7,500) (2,172) (1,317) (2,675) (1,549) (2,475) (937) (1,096) (2,729) (1,274) (2,487) (1,075) (2,750) (1,274) - (31,310) – Operational Cash Flow (7,500) 2,579 (482) (2,575) (1,338) (2,074) (737) (240) (2,300) (1,074) (1,727) (875) (1,500) (1,074) - (20,915) Ch 11 Professional Fees (525) (610) (610) (610) (735) (610) (610) (610) (610) (735) (610) (610) (610) (735) (2,125) (10,955) Retention bonuses (2,000) – – – – – – – – – – – – – (2,000) (4,000) Independent Board Directors – – – – – – – – – – – – – – - – Other (court fees, UST, etc.) (100) (28) (19) (33) (23) (31) (15) (17) (33) (20) (31) (17) (34) (20) (41) (463) Total Restructuring Disbursements (2,625) (638) (629) (643) (758) (641) (625) (627) (643) (755) (641) (627) (644) (755) (4,166) (15,418) Unlevered Cash Flow (10,125) 1,941 (1,111) (3,218) (2,096) (2,715) (1,362) (867) (2,943) (1,829) (2,368) (1,501) (2,143) (1,829) (4,166) (36,332) DIP Agent Fees (100) – – – (10) – – – – – – – – – - (110) Upfront DIP Fee & Exit Premium – (500) – – – – – – – – – – – – (500) (1,000) DIP Interest Payment (15%) – – – – (136) – – – (241) – – – – (386) - (763) Auction proceeds – – – – – – – – – – – – – – 40,000 Financing ex DIP (100) (500) – – (146) – – – (241) – – – – (386) 39,500 38,127 Contingency (15%) (1,519) 291 (167) (483) (314) (407) (204) (130) (441) (274) (355) (225) (322) (274) (625) (5,450) Cash Flow Before DIP Funding (11,744) 1,732 (1,277) (3,701) (2,556) (3,122) (1,567) (997) (3,626) (2,103) (2,723) (1,727) (2,465) (2,489) 34,709 (3,655) DIP Proceeds/(Repayment) 10,000 – – 3,380 2,556 3,122 1,567 1,000 3,622 2,103 2,723 1,727 2,465 2,489 (36,754) – Total Cash Flow (1,744) 1,732 (1,277) (320) – – – 3 (3) – – – – – (2,045) (3,655) Beginning Cash 6,610 4,866 6,598 5,320 5,000 5,000 5,000 5,000 5,003 5,000 5,000 5,000 5,000 5,000 5,000 6,610 Total Cash Flow (1,744) 1,732 (1,277) (320) – – – 3 (3) – – – – – (2,045) (3,655) Ending Cash 4,866 6,598 5,320 5,000 5,000 5,000 5,000 5,003 5,000 5,000 5,000 5,000 5,000 5,000 2,955 2,955 Total Liquidity (Ending Cash + Availability) 34,866 36,598 35,320 31,620 29,064 25,942 24,375 23,379 19,753 17,650 14,927 13,200 10,735 8,246 42,955 Minimum cash 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 DIP Loan/New Super Senior - Beginning Bal. – 10,000 10,000 10,000 13,380 15,936 19,058 20,625 21,625 25,247 27,350 30,073 31,800 34,265 36,754 – + Initial Draw 10,000 – – – – – – – – – – – – – - 10,000 + Subsequent Draw – – – 3,380 2,556 3,122 1,567 1,000 3,622 2,103 2,723 1,727 2,465 2,489 - 26,754 - Paydown – – – – – – – – – – – – – – (36,754) (36,754) DIP Loan/New Super Senior - Ending Bal. 10,000 10,000 10,000 13,380 15,936 19,058 20,625 21,625 25,247 27,350 30,073 31,800 34,265 36,754 - - Total DIP Commitment 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 Availability (Beginning) 40,000 30,000 30,000 30,000 26,620 24,064 20,942 19,375 18,375 14,753 12,650 9,927 8,200 5,735 3,246 40,000 DIP (Proceeds)/Paydown (10,000) – – (3,380) (2,556) (3,122) (1,567) (1,000) (3,622) (2,103) (2,723) (1,727) (2,465) (2,489) 36,754 - Availability 30,000 30,000 30,000 26,620 24,064 20,942 19,375 18,375 14,753 12,650 9,927 8,200 5,735 3,246 40,000 40,000 Minimum Draw 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 Note: Illustrative only. Provided solely for informational purposes. Note: Draft DIP Budget provided by Riveron and Company management. Sources: Company management, Riveron. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 14


APPENDIX Buyer Outreach Update 03 03


Buyer Outreach Update Select Parties Pre-Dating HL Involvement Firm Commentary Status / Action Items Pendrell• Previously submitted a term sheet to PJT/company for purchase of 50.1% stake in ASE• Opted to not submit a revised proposal, and • Houlihan and Management had engaged with Pendrell to gauge their continued interest in communicated that they are no longer interested in purchasing ASE following the recent corporate actions and announcements pursuing ASE • While they have completed meaningful work, their interest in ASE is effectively predicated on being able to entirely separate the two business lines which we understand as complicated and time-consuming process • Vocalized that with deliveries moving back and more cash needed to get to breakeven, their valuation has probably been cut in half (~$25M) • Even with additional information, Pendrell indicated a potential reluctance to dig-in, as they are not interested in being part of a competitive process AE Industrial • Contacted during PJT process• N/A • 11/6 discussion whereby AE indicated they would like to be contacted in the event of a bankruptcy process or discrete equipment sales Blue Origin• Originally was teaming up with Cerberus on a purchase for the entire ASE business• N/A • Submitted a bid for the equipment based on directive from management (proposal to purchase certain pieces of equipment for $1.6M) • Management has indicated equipment core to ASE operations, with replacement value of $5M • Special Committee determined to decline to engage at this time Cerberus• Management Presentation and diligence conducted on ASE• N/A • Passed, citing lack of sufficient operational history and the fact that ASE is not mature enough to fit within their fund mandate • They are still quite interested in the technology and business; requested a call back in 6-9 months if ASE is still available to purchase Rocket Lab• Seemed interested prior to Rocket Lab’s launch failure• N/A • Company recommended HL reach out after HT note purchase • Unresponsive following early engagement SAFRAN• Management Presentation received in mid October, followed by initial diligence• N/A • Foreign owned; have not been active Terran• Management Presentation received in September, followed by initial diligence• N/A • Terran Orbital shareholder group recently called for replacement of CEO following a 94% share price decline – current financial position and public news suggest substantial organic priorities • Have not been active Inactive CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 16


Buyer Outreach Update (cont.) Discussions with Other Parties Firm Commentary Status / Action Items Moog• An intro call was held with Moog Thursday, 11/9• Interested in ASE only • Most traditional defense group involved and active• Some outstanding diligence, but Moog has been silent on pursuing more aggressively • Very beginning stages of evaluating materials (e.g., it was clear that they have done minimal work since being in the data room) Monocle • Investment team working on behalf of large asset manager (would not specify specific • 12/13 – HL provided contact info to Moelis group) with a mandate to deploy into the A&D ecosystem • Leadership previously ran Loral Space, and various other space assets • Interested is specific to ASE Relativity • Introductory call held 11/17 following inbound e-mail to HL• N/A Space • Interest pertained to specific assets / equipment• Interested solely in equipment • Minority investor (Blackstone) previously contacted during PJT outreach SpaceX• HL reached out to CFO to gauge interest• N/A • SpaceX indicated no interest in discussing Astra Trousdale • Martin made an introduction to Trousdale Ventures (early stage VC, with a number of • 12/13 – HL provided contact info to Moelis Ventures investments in defense / space technology) • Typically write $250K-$15M equity checks • Interest in Astra was around pursuing discrete assets / equipment for utilization or consumption in their other businesses. They indicated that could come in the form of a take private, but that would be followed by shuttering a substantial portion of Astra • Would be interested in partnering with a group, which we read to mean they do not have the requisite capital to take the lead here. We have some knowledge of their holdings, which we know have their own cash burn challenges Inactive CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 17


Buyer Outreach Update (cont.) International Parties Firm Commentary Status / Action Items Latitude• International group which had expressed interest during the bridge financing timeframe• Submitted term sheet, leaving effectively no value to (which we had to cancel the site visit for) the equity holders • Interest remains, subject to continued diligence• 12/13 – HL provided contact info to Moelis • Interest in Launch business Rocket Factory • HL spoke with the CEO of Rocket Factory 11/10• Given CFIUS requirements, opted to standdown on the opportunity • German rocket business, with backing from OHB and KKR, which had reached out following the Adam and Chris announcement • We understood that they were contacted by PJT previously (via KKR investment in OHB) • Viewing acquisition as a means to gain critical technology and gain a US footprint. While OHB and Rocket Factory will have $50M+ of cash on hands, it seems like this would very clearly need KKR buy-in to go anywhere. PLD Space• Group introduced by Deutsche Bank• N/A • Spoke with 11/13. Interest was really around specific equipment / hardware. • Would need to raise capital to pursue Astra in any meaningful way • Would be focused on equipment disposals Inactive CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 18


DISCLAIMER 04 04


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. Houlihan Lokey expressly disclaims any and all liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with the materials. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s express prior written consent. ¡ Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. 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The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in the materials is intended to create or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates. ¡ The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. The materials do not address the consideration to be paid or received in, the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise. Furthermore, the materials do not address the fairness of any portion or aspect of the Transaction to any party. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 20


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. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. 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Houlihan Lokey’s personnel may make statements or provide advice that is contrary to information contained in the materials. CONFIDENTIAL | PRELIMINARY DRAFT | SUBJECT TO FURTHER REVIEW & MODIFICATION 21


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