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CORRESP
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CORRESP

 May 7, 2024

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Mergers & Acquisitions

100 F. Street, NE

 Washington D.C. 20549

Attention:    Daniel Duchovny

Laura McKenzie

Re:
 Astra Space, Inc.

Schedule 13E-3 filed April 8, 2024 by Astra Space, Inc. et al.

File No. 005-91610

Preliminary Information Statement

Filed April 8, 2024

File No. 001-39426

Dear Mr. Duchovny and Ms. McKenzie:

 We are in receipt
of the comments of the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated
April 26, 2024, with respect to the above-referenced Schedule 13E-3 (the “Schedule 13E-3”) and Preliminary Information Statement (the
“Preliminary Information Statement”). We are responding to the Staff’s comments on behalf of Astra Space, Inc. (the “Company”) as set forth below.

Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR an Amendment No. 1 to the Schedule 13E-3 (the “Amended Schedule 13E-3”) and an Amendment No. 1 to the Preliminary Information Statement (the “Amended Preliminary Information
Statement”) responding to the Staff’s comments and amending each of the Schedule 13E-3 and the Preliminary Information Statement.

For the Staff’s convenience, the text of the Staff’s comments are set forth below in italics, followed by the Company’s responses. All terms
used but not defined herein have the meanings assigned to such terms in the Amended Preliminary Information Statement. Page references in the text of our responses correspond to page numbers in the Amended Preliminary Information Statement.

*****

 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.

Response: The Company respectfully advises the Staff that it has revised the disclosure in the section of the Amended Schedule 13E-3 entitled “Introduction” in response to the Staff’s comments.

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.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff
that such person(s) were not initially included as filing persons in the Schedule 13E-3 based on our analysis of facts and circumstances that indicate they are not “engaging in a Rule 13e-3 transaction” as provided for in 17 CFR § 240.13e-3(d) given, inter alia (a) they beneficially own a de minimis interest in the Company, as
described in previous Schedule 13D filings on behalf of Chris C. Kemp and Adam P. London with the SEC, as amended, (b) for the Kemp Trust only, its voting power in the Company’s voting securities is effectively limited by beneficial
ownership blocker provisions pursuant to the terms of the Purchase Agreement, as described in previous Schedule 13D filings on behalf of Chris C. Kemp, as amended, and (c) they have not taken steps the Company believes to be meaningful in
furtherance of the Merger. Although the Company believes the filing was in accordance with all regulations, the Kemp Trust, which is the only trust or other entity which either Chris C. Kemp or Adam P. London holds a voting, proprietary, equity or
other financial interest related to the Company, has been added as a filing person in the Amended Schedule 13E-3 and we have removed from the first paragraph of the section entitled
“Introduction” the parenthetical references to the “immediate family members and any trusts or other entities in which either Mr. Kemp or Dr. London on their respective immediate family members hold voting,
proprietary, equity or other financial interests.” For the avoidance of doubt, no other trusts, entities, or other persons, including immediate family members of either Chris C. Kemp or Adam P. London, are “engaging in a Rule 13e-3 transaction” as provided for in 17 CFR § 240.13e-3(d).

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.

Response: The Company respectfully advises the Staff that it has (a) submitted a confidential treatment request with respect to the
redactions appearing in exhibits (c)(2) through (c)(6) to the Amended Schedule 13E-3 and (b) refiled such exhibits in response to the Staff’s comment.

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.

Response: The Company respectfully advises the Staff that it has revised the disclosure on page 99 of the Amended Preliminary Information
Statement in response to the Staff’s comment.

5.
 Please describe how Class B Shares will be treated with respect to the Merger.

 Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 2 and 114 of the Amended
Preliminary Information Statement in response to the Staff’s comments.

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 [to] sell subject securities
owned or held by that person. Refer to Item 1012(d) of Regulation M-A.

Response: The Company respectfully advises the Staff that it has revised the disclosure in Item 12(d) of the Amended Schedule 13E-3 in response to the Staff’s comment. The Company has also revised the disclosure on page 114 of the Amended Preliminary Information Statement in response to the Staff’s comment.

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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.

 Response: The Company
respectfully advises the Staff that it has revised the disclosure in the section of the Amended Schedule 13E-3 entitled “Introduction” and throughout the Amended Preliminary Information
Statement in response to the Staff’s comments.

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.

 Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 132 and 133
of the Amended Preliminary Information Statement in response to the Staff’s comment and it has included in the Amended Preliminary Information Statement the Company’s audited consolidated financial statements for the years ended
December 31, 2023 and 2022, along with management’s discussion and analysis, as filed in the Company’s annual report on Form 10-K filed with the SEC on April 18, 2024. The Company will
include the unaudited consolidated financial statements for the quarterly period ending March 31, 2024 in the definitive information statement, if it is filed and mailed after the filing date of the Company quarterly report on Form 10-Q for the period ended March 31, 2024.

 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.

Response: The Company respectfully advises the Staff that it has moved the section of the Amended Preliminary Information Statement entitled
“The Special Factors” to appear immediately after the section entitled “Summary” and has also revised the disclosure in the sections of the Amended Preliminary Information Statement entitled
“Summary” and Questions and Answers About the Merger” in response to the Staff’s comments.

 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).

Response: The Company respectfully advises the Staff that, in the case of PJT Partners, neither the Board nor the Special Committee received a
report, opinion or appraisal that is materially related to the Transactions as described in Item 1015 of Regulation M-A. The Board formally engaged PJT Partners, who had been helping the Board evaluate
financing transactions, in July 2023, to assist it in evaluating potential strategic alternatives as described on

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page 17 of the Amended Preliminary Information Statement. PJT Partners resigned from its engagement on October 17, 2023, and the offer of Mr. Kemp and Dr. London to take the
Company private was not received until November 8, 2023. The Company believes the disclosures regarding PJT Partners’ engagement and discussions with the Company’s Board of Directors satisfy the applicable requirements of Item 1015 of
Regulation M-A and confirms that the Company did not receive any written materials from PJT Partners that it believes require disclosure as exhibits to the Schedule
13E-3 pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of Regulation M-A in that PJT Partners did not provide an opinion to
the Company, the Board or the Special Committee regarding the Transactions.

 The Company further respectfully advises the Staff that, in the case of
Houlihan Lokey, it has revised the disclosure beginning on page 64 of the Amended Preliminary Information Statement in response to the Staff’s comments.

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.

Response: The Company respectfully advises the Staff that it has revised the disclosures beginning on pages 54, 58 and 71 of the Amended
Preliminary Information Statement in response to the Staff’s comment.

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.

Response: The Company respectfully advises the Staff that it has revised the disclosure on page 87 of the Amended Preliminary Information
Statement in response to the Staff’s comment.

 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.

 Response: The Company
respectfully advises the Staff that it has revised the disclosure on page 59 of the Amended Preliminary Information Statement in response to the Staff’s comment.

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 March 5, 2024, or provide separate descriptions of each
presentation and attach each presentation as an exhibit.

 Response: The Company respectfully advises the Staff that it
has revised the disclosure beginning on page 64 of the Amended Preliminary Information Statement in response to the Staff’s comment.

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.

 Response: The Company respectfully advises the Staff that it has revised the disclosure beginning on page 59 of the
Amended Preliminary Information Statement in response to the Staff’s comments.

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 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