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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/22 Astrea Acquisition Corp. 8-K:5,8,9 12/22/22 12:2.8M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 38K 2: EX-3.1 Certificate of Amendment HTML 7K 7: R1 Cover HTML 56K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- ea170822-8k_astreaacq_htm XML 23K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.DEF XBRL Definitions -- asax-20221222_def XML 75K 5: EX-101.LAB XBRL Labels -- asax-20221222_lab XML 105K 6: EX-101.PRE XBRL Presentations -- asax-20221222_pre XML 72K 3: EX-101.SCH XBRL Schema -- asax-20221222 XSD 16K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 12: ZIP XBRL Zipped Folder -- 0001213900-22-082602-xbrl Zip 22K
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-39996 | i 85-2609730 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| i 33149 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☐
C:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Special Meeting of Stockholders of Astrea Acquisition Corp. (the “Company”) held on December 22, 2022 at 9:30 a.m. (the “Special Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 22, 2022 (the “Charter Amendment”), to (i) change the date by which the Company must consummate our initial business combination from February 8, 2023 (24 months after the closing of our IPO) (the “Original Termination Date”) to the time and date immediately following the filing of such amendment with the Secretary of State of the State of Delaware, or the “Accelerated Termination Date”, (ii) remove the redemption limitation to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001. The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 22, 2022, the Company held the Special Meeting. On November 30, 2022, the record date for the Special Meeting, there were 22,037,500 shares of common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 16,597,979 shares of common stock of the Company or 75.31% of the shares entitled to vote at the Special Meeting were represented in person or by proxy. Stockholders voted on the Charter Amendment and on a proposal to amend the Company’s investment management trust agreement, dated as of February 3, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to change the date on which the trustee must commence liquidation of the trust account established in connection with our initial public offering to the time and date immediately following the Accelerated Termination Date.
| 1. | Charter Amendment |
Stockholders approved the Charter Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 16,580,172 | 4 | 17,803 |
| 2. | Trust Amendment |
Stockholders approved the Trust Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 16,580,171 | 4 | 17,803 |
Item 8.01. Other Events.
In connection with the vote on the Charter Amendment at the Special Meeting, a total of 17,076,230 shares of common stock were submitted for redemption.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment | |
| 104 | Cover page interactive data file (imbedded within the Inline XBRL document) |
C:
C: 1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 23, 2022 | ||
| ASTREA ACQUISITION CORP. | ||
| By: | /s/ Nicolas Jacobson | |
| Name: | Nicolas Jacobson | |
| Title: | Chief Financial Officer | |
2
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 2/8/23 | ||||
| Filed on: | 12/23/22 | |||
| For Period end: | 12/22/22 | DEF 14A | ||
| 11/30/22 | ||||
| 2/3/21 | 3, 8-A12B, 8-K, CERT, EFFECT | |||
| List all Filings | ||||