EXPLANATORY NOTE
This registration statement on Form S-8 (this “Registration Statement”) is filed by Astra
Space, Inc., a Delaware corporation (the “Registrant”), to register an additional 7,737,867 shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), issuable under the Astra Space,
Inc. 2021 Omnibus Incentive Plan, as amended (the “Incentive Plan”). The Incentive Plan was originally approved by the Registrant’s stockholders on June 30, 2021, authorizing 36,765,000 shares of Class A common stock for
issuance thereunder.
Under the terms of the Incentive Plan, the shares of Class A common stock authorized for issuance thereunder
was increased by 13,148,738 to 49,913,738 on January 1, 2022. Further, the Registrant’s board of directors approved an amendment to the Incentive Plan to increase the number of shares of Class A common stock authorized for issuance
thereunder by 6,000,000, or from 49,913,738 to 55,913,738 shares. Such amendment to the Incentive Plan was subsequently approved at the Registrant’s 2022 Annual Meeting of Stockholders on June 1, 2022. Additionally, under the terms of the
Incentive Plan, the shares of Class A common stock authorized for issuance thereunder was increased by 7,500,000 on January 1, 2023. Further, the Registrant’s board of directors approved an amendment to the Incentive Plan to increase
the number of shares of Class A common stock authorized for issuance thereunder by 237,867, or from 63,413,738 to 63,651,605 shares. Such amendment to the Incentive Plan was subsequently approved at the Registrant’s 2023 Annual Meeting of
Stockholders on June 8, 2023.
This Registration Statement is filed by the Registrant also to register an additional 2,692,367 shares
of Class A common stock issuable under the Astra Space, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was originally approved by the Registrant’s stockholders on June 30, 2021, authorizing 5,000,000 shares of
Class A common stock for issuance thereunder. Under the terms of the ESPP, the shares of Class A common stock authorized for issuance thereunder was increased by 2,629,748 to 7,629,748 on January 1, 2022. Additionally, under the terms
of the ESPP, the shares of Class A common stock authorized for issuance thereunder was increased by 2,692,367 to 10,322,115 on January 1, 2023.
Pursuant to General Instruction E of Form S-8, the contents of the registration statements on Form S-8, File Nos. 333-259467 and 333-265534, filed with the Securities and Exchange Commission (the “SEC”) on September 10,
2021, and June 10, 2022, respectively, are incorporated herein by reference and made a part of this registration statement, except as amended hereby.
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