UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 11, 2021
ASTREA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39996 | 85-2609730 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
55 Ocean Lane Drive, Apt. 3021
Key Biscayne, Florida 33149
(Address of Principal Executive Offices) (Zip Code)
(347) 607-8025
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock and one-half of one redeemable warrant | ASAXU | The Nasdaq Stock Market LLC | ||
| Common stock, par value $0.0001 per share | ASAX | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | ASAXW | The Nasdaq 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
| Item 8.01. | Other Events. |
On March 11, 2021, Astrea Acquisition Corp. (the “Company”) announced that holders of the Company’s units will be able to separately trade the shares of common stock and warrants included in such units commencing on or about March 15, 2021. The common stock and warrants will be listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ASAX” and “ASAXW,” respectively. Units not separated will continue to be listed on the Nasdaq under the symbol “ASAXU.” A Copy of the Company’s press release announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 99.1 | Press Release dated March 11, 2021. |
1
SIGNATURE
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: March 11, 2021
| ASTREA ACQUISITION CORP. | ||
| By: | /s/ Felipe Gonzalez | |
| Name: | Felipe Gonzalez | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Astrea Acquisition Corp. Announces Separate Trading of its Common Stock and Warrants
March 11, 2021 NEW YORK—(GLOBE NEWSWIRE)—Astrea Acquisition Corp. (NASDAQ: ASAXU) (the “Company”) announced today that, commencing on or about March 15, 2021, holders of units sold in the Company’s initial public offering may elect to separately trade the shares of the Company’s common stock and warrants included in the units. The shares of common stock and warrants that are separated will trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ASAX” and “ASAXW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on Nasdaq under the symbol “ASAXU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of common stock and warrants.
Astrea Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region. The Company is led by Chief Executive Officer, Felipe Gonzalez and Chief Financial Officer, Jose Luis Cordova.
EarlyBirdCapital, Inc. acted as the sole book running manager for the Company’s initial public offering which was consummated in February 2021. A registration statement relating to the Company’s offer and sale of these securities was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on February 3, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Felipe Gonzalez
Chief Executive Officer
Astrea Acquisition Corp.
info@astreaacquisitioncorp.com