SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gonzalez Felipe

(Last)

(First)

(Middle)

C/O ASTREA ACQUISITION CORP.

55 OCEAN LANE DRIVE, APT. 3021

(Street)

KEY BISCAYNE

33149

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2021

3. Issuer Name and Ticker or Trading Symbol
Astrea Acquisition Corp. [ ASAXU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,312,500⁽¹⁾	I	By Astrea Acquisition Sponsor LLC⁽²⁾
Common Stock	430,000⁽³⁾	I	By Astrea Acquisition Sponsor LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽⁴⁾	⁽⁵⁾	Common Stock	215,000⁽³⁾	$11.5	I	By Astrea Acquisition Sponsor LLC⁽²⁾

1. Name and Address of Reporting Person^*

Gonzalez Felipe

(Last)

(First)

(Middle)

C/O ASTREA ACQUISITION CORP.

55 OCEAN LANE DRIVE, APT. 3021

(Street)

KEY BISCAYNE

33149

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Cordova Vera Jose Luis

(Last)

(First)

(Middle)

C/O ASTREA ACQUISITION CORP.

55 OCEAN LANE DRIVE, APT. 3021

(Street)

KEY BISCAYNE

33149

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

1. Name and Address of Reporting Person^*

Astrea Acquisition Sponsor LLC

(Last)

(First)

(Middle)

C/O ASTREA ACQUISITION CORP.

55 OCEAN LANE DRIVE, APT. 3021

(Street)

KEY BISCAYNE

33149

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Includes up to 562,500 shares of common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

2. The securities are owned directly by Astrea Acquisition Sponsor LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Felipe Gonzalez, the Issuer's Chief Executive Officer, and Jose Luis Cordova, the Issuer's Chief Financial Officer. Each of Messrs. Gonzalez and Cordova disclaims beneficial ownership of the securities held by Astrea Acquisition Sponsor LLC, except to the extent of his pecuniary interest therein.

3. Includes securities underlying units which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Astrea Acquisition Sponsor LLC irrevocably committed to purchase. Each unit consists of one share of common stock and one-half of one warrant entitling the holder to purchase one share of common stock. Does not include securities underlying up to 45,000 units which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

4. Each warrant will become exercisable 30 days after the completion of an initial business combination.

5. Each warrant will expire five years after the completion of an initial business combination.

Remarks:

	/s/ Felipe Gonzalez	02/03/2021
	/s/ Jose Luis Cordova	02/03/2021
	/s/ Felipe Gonzalez, Managing Member of Astrea Acquisition Sponsor LLC	02/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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