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May 14, 2024
Katheryn A. Gettman
Partner, Cozen O’Connor, P.C.
Astra Space, Inc.
33 South 6th Street
Suite 3800
Minneapolis, MN 55402
Re:Astra Space, Inc.
Schedule 13E-3 filed May 7, 2024 filed by Astra Space, Inc. et al.
File No. 005-91610color:white;"_
Revised Preliminary Information Statement
Filed May 7, 2024
File No. 001-39426
Dear Katheryn A. Gettman:
            We have reviewed your filing 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.
Schedule 13E-3 filed May 7, 2024
Item 3. Identity and Background of Filing Persons
1.Please provide the information required by Item 1003(a) through (c) of Regulation M-A
with respect to the Kemp Trust.
Revised Preliminary Information Statement filed May 7, 2024
Background of the Merger, page 15
2.We note your response to prior comment 10. We also note your disclosure on page 54 that
PJT Partners' outreach was a "material factor" in the Special Committee's evaluation of

 FirstName LastNameKatheryn A. Gettman
 Comapany NameAstra Space, Inc.
 May 14, 2024 Page 2
 FirstName LastName
Katheryn A. Gettman
Astra Space, Inc.
May 14, 2024
Page 2
the fairness of the Transactions. Please confirm in your response that PJT Partners did not
provide any report, opinion or appraisal with respect to the Company's evaluation of
potential strategic alternatives or provide the disclosure required under Item 1015 of
Regulation M-A for any such report, opinion or appraisal. Alternatively, provide your
detailed legal analysis of why any materials prepared by PJT Partners would not be
considered materially related to the going-private transaction given the importance of PJT
Partners' outreach to the Special Committee's determination of the transaction's fairness.
Recommendation of the Special Committee; Reasons for the Merger, page 54
3.We note your response to prior comment 11. Please provide additional disclosure
explaining why the Special Committee did not consider net book value in reaching its
determination and recommendation. Also provide equivalent disclosure for each other
filing person.
4.Please describe the basis upon which the Special Committee determined that the Public
Stockholders are "situated substantially similarly to the Company's 'unaffiliated security
holders,' as such term is defined in Rule 13e-3 under the Exchange Act."
General
5.We note your additional disclosure (e.g., on page 99) that "certain Class A Shares held by
Mr. Kemp . . . and Dr. London . . . may be sold to cover transaction expenses in
connection with the Merger." Since recent market prices exceed the amount of the per
share Merger Consideration, please disclose how such shares would be sold (e.g., open
market transactions or otherwise) and whether such shares may be sold at a price in excess
of the Merger Consideration.
6.We note that you have requested confidential treatment for certain exhibits.  We will
review and provide comments on your request separately.
            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.
            Please direct any questions to Daniel Duchovny at 202-551-3619 or Laura McKenzie at
202-551-4568.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Kevin J. Roggow