Astra SPAC Presentation Deck
VALUATION
Fully diluted pro forma enterprise value of
$2.1B, representing 3.1x based on 2025E
Adj. EBITDA of $694M
TRANSACTION SUMMARY
●
●
●
Existing Astra shareholders rolling 100%
of their equity and will receive 78% of the
pro forma equity(1)
CAPITAL STRUCTURE
Transaction will result in $489M of cash to
the balance sheet to fund growth(2)
Funded by a combination of cash in
Holicity's trust account, proceeds from
Holicity's PIPE, and Astra's Series C equity
issuance
SOURCES ($M)
Existing Astra shareholders
Holicity cash in trust(³)
Additional PIPE equity(4)
New Primary Series C equity(5)
TOTAL SOURCES
USES ($M)
Existing Astra shareholders
Cash to balance sheet
Estimated fees & expenses
TOTAL USES
$2,000
300
200
30
$2,530
$2,000
489
41
$2,530
PRO FORMA VALUATION
Share price
Pro forma shares outstanding (m)(6X7)
Pro forma equity value ($m)
Less: net cash ($m)(8)
PRO FORMA ENTERPRISE VALUE ($M)
PRO FORMA OWNERSHIP
Existing Astra Shareholders
(incl. Series C)
SPAC Investors
PIPE Investors
SPAC Sponsor
12%
8%
3%
(1) Excluding potential dilution from out-of-the-money Holicity warrants.
(2) Assumes $300M Holicity cash in trust, $2,000M of seller rollover equity, $200M of PIPE investor cash, $30M of Series C equity issuance and $41M of transaction expenses.
(3) Assumes no redemptions by Holicity's existing public shareholders.
(4) Assumes 20.0 million shares are issued at $10.00 per share.
(5) Net proceeds from the $30M Series C private capital raise at a $2.0B pre money valuation will be used for general corporate purposes; Pendrell invested $10.0M and other investors provided an additional $20.0M. In addition, the Series C issuance included a secondary
transaction pursuant to which Astra's Founders (Chris Kemp and Adam London), collectively received approximately $40.0M in cash in exchange for a portion of their founder shares (~6% of founders' existing stake), which subsequently converted to additional Series C shares.
Pro forma for the Series C transaction (including secondary), Astra's Founders will have a -24% stake. Astra's Founders have agreed to a lockup agreement on future sales of shares, which mirrors Holicity's lockup on its Founder's Shares.
(6) Pro forma share count includes the existing 30.0 million Holicity public common shares and 7.5 million Founder's Shares, 20.0 million shares from PIPE issuance, 200.0 million shares to be issued to existing Astra shareholders and 3.0 million shares from the new cash received
in the Series C equity issuance. The post-closing company will have a dual class shareholder structure with super voting rights for the shares held by the Astra Founders, at a ratio of 10:1 (such shares to include sunsets at certain defined triggers).
(7) Pro forma ownership table excludes the impact of Holicity warrants.
(8) Cash to balance sheet of $489M less existing net debt of $7M, excluding forgivable Paycheck Protection Program (PPP) loan.
PROPRIETARY & CONFIDENTIAL- DO NOT REDISTRIBUTE
ASTRA
$10.00
261
$2,605
(482)
$2,123
78%
30View entire presentation