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): October 18, 2021
ASTREA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39996 | 85-2609730 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer 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 7.01 | Regulation FD Disclosure |
As previously disclosed, on August 9, 2021, Astrea Acquisition Corp., a Delaware corporation (“Astrea”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Astrea, Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Astrea (“HotelPlanner.com Merger Sub”), Lexyl Travel Technologies, LLC, a Florida limited liability company (“HotelPlanner.com”), Double Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of HotelPlanner.com (“Reservations.com Merger Sub”), and Benjamin & Brothers, LLC, a Florida limited liability company (“Reservations.com”).
On October 18, 2021, John Prince, Co-Founder & President of HotelPlanner.com, participated in an interview by TravelMole. A transcript of the interview is filed as Exhibit 99.1.
The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward Looking Statements
Neither Astrea, HotelPlanner.com, Reservations.com nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the Transactions. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.
The exhibit furnished herewith includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed Transactions between Astrea, HotelPlanner.com, and Reservations.com including statements regarding the benefits of the Transactions, the anticipated timing of the Transactions, the business of HotelPlanner.com and the markets in which it operates. Astrea’s, HotelPlanner.com’s, and Reservations.com’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” “strategy,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Astrea’s, HotelPlanner.com’s, and Reservations.com’s expectations with respect to future performance and anticipated financial impacts of the proposed Transactions.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Many of these factors are outside the control of Astrea, HotelPlanner.com, and Reservations.com and are difficult to predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the Transactions may not be realized; the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Astrea’s securities; the failure to satisfy the conditions to the consummation of the Transactions, including the failure of Astrea’s stockholders to approve and adopt the Merger Agreement or the failure of Astrea to satisfy the Minimum Cash Condition (as defined in the Merger Agreement) following redemptions by its stockholders; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be initiated following announcement of the Transactions; the combined company’s continued listing on Nasdaq; the risk that the proposed transaction disrupts current plans and operations of HotelPlanner.com and/or Reservations.com as a result of the announcement and consummation of the Transactions; costs related to the Transactions; changes in applicable laws or regulations; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; the impact of COVID-19 or other adverse public health developments; and other risks and uncertainties that will be detailed in the Proxy Statement and as indicated from time to time in Astrea’s filings with the Securities and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
1
Astrea, HotelPlanner.com, and Reservations.com caution that the foregoing list of factors is not exclusive. Astrea, HotelPlanner.com, and Reservations.com caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Astrea, HotelPlanner.com, nor Reservations.com undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Additional Information and Where to Find It
This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.
In connection with the proposed transaction between Astrea, HotelPlanner.com and Reservations.com, Astrea has filed a preliminary Proxy Statement with the SEC. Astrea plans to mail the definitive Proxy Statement to its stockholders in connection with the Transactions. INVESTORS AND SECURITYHOLDERS OF ASTREA ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HOTELPLANNER.COM, RESERVATIONS.COM ASTREA, THE TRANSACTIONS AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement (when available) and other documents filed with the SEC by Astrea through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on Astrea’s website at https://astreaacquisitioncorp.com
Participants in the Solicitation
Astrea, HotelPlanner.com Reservations.com and certain of their respective directors, executive officers, managers, members, and employees may be considered to be participants in the solicitation of proxies in connection with the Transactions. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Astrea in connection with the Transactions, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above when it is filed with the SEC. Additional information regarding Astrea’s directors and executive officers can also be found in Astrea’s final prospectus dated February 3, 2021 and filed with the SEC on February 4, 2021. These documents are available free of charge as described above.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Interview transcript | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: October 19, 2021 | ASTREA ACQUISITION CORP. | |
| By: | /s/ Jose Luis Cordova | |
| Jose Luis Cordova | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
TravelMole Video Interview with HotelPlanner Co-Founder & CIO John Prince - Transcript for 8-K Filing
Video Title: HotelPlanner.com Launches Alexa-AI Enabled Booking Feature, ahead of its NASDAQ listing
Video link: https://www.youtube.com/watch?v=mymnVD7bPso&t=29s
Subtitle: John Prince, Co-Founder and CIO of HotelPlanner.com meets up with TravelMole
Publication Date: October 18, 2021
Transcript as follows:
Charlie Kao: Hey! This is Charlie Kao with TravelMole with John Prince who is the Co-Founder & CIO of HotelPlanner and Reservations.com. Welcome John.
John: Thank you. Good to be with you.
Charlie: Big things coming up since the announcement of your company’s group going public in the next quarter or two, and today you’re announcing a new AI technology with a new girlfriend, Alexa, that as I was just telling you, I was not aware that with Alexa, it’s available as an app that’s downloadable for free. Tell us about...let’s start with this new AI booking technology with Alexa please.
John: Sure. In Alexa’s world, she has...instead of apps, they have Skills. You know, it’s giving Alexa a new skill in her toolbelt that she can assist you with, right? Amazon has an app where you can download and talk to the app so you can use that for free as well. In the last couple of years and past decade, we’ve been building pieces of this platform where we built out a global gig-economy team of live ‘hotel planners’ who traditionally, we used this on the group side a lot. And then we, during Covid, we pivoted the technology to also allow our hotel planner platform and team to book individual hotel reservations. So, imagine we have stay-at-home moms that are taking inbound calls to help people book hotel rooms while her kids are napping. We have students that are earning money and helping people book hotel rooms in between classes. So, we have all these people, all different location around the world, different language speaking abilities...typically most people are calling on the phone, but we realized a few months ago that a lot of the Alexa skills currently are really good at giving you content and basic travel information, but none of them do a great job at actually helping you book a room. It’s typically a complex challenge to use AI purely to book hotel rooms. Everyone has different needs and concerns and questions. So we built the Skill that asks you a few basic questions that everyone has and then using that data we put it into machine learning that maps you to a gig home-based, typically hotel planner in our platform who has been trained and has all the tools we’ve given them to book the room for you and we do our best to connect you to someone who is in market. So if you’re taking a trip to Chicago, we’re going to try to connect you with a hotel planner in Chicago who can give you advice on restaurants, which hotel has the best nightlife, which hotel has the best pool. So all these things that we potentially think, maybe not tomorrow, but down the road, could be fundamentally, ya know, fundamentally disruptive to how people book rooms. When I think about Hollywood movies when they show us the future and what that looks like. Everyone is using their voice to interact with the Internet of Things world. Your refrigerator, home devices, your car, and we want to be on the forefront of that. So when you’re ready to book a room that you can easily use your voice...save all that time and research and go right to someone in market that can book that for you at a discount, that’s the other beautiful thing. We think...we have the perfect platform to extend all the discounts we have to the traveler as well, on top of a very efficient and personalized service
Charlie: Ok. Let’s go back a little bit to the beginning. So I connect to Alexa skill, and what are the basic questions that it would ask me to provide? Information...
John: Yeah, so you start by saying..first you need the Skill and that simply saying ‘Alexa – enable HotelPlanner’ and that just kind of installs the app for you, if you will. Once you have that, you can say something like “Alexa – ask HotelPlanner to book me a room in Boise, Idaho.’ And then, now we know what city your destination you’re going to and by the way, you could say antying. You could say a specific hotel, city, address, a landmark, and all of that will work.
Charlie: Category of hotel, nearby the Convention Center...those kinds of things? Those kinds of search criteria?
John: Yep. Exactly. Exactly. Then, Alexa’s automated voice will ask you what stay dates you’re looking for. You could say ‘tonight for two night.’ You could say ‘next Wednesday for one night.’ Very natural language type of inputs. So now we know you’re destination, we know your dates, we hope to get a little more data on the user too...are they luxury or low budget, and then we can use that with machine learning to patch you to...this is where we patch you to a hotel planner that now has all that information in front of them. They’re looking at the destination, the hotels near that destination for the right dates. Immediately, so you don’t have to tell them again where you wanna go. They already have that in front of them and then they can go right into the advice giving and ultimately the booking.
Charlie: And then voice connection via electronic audio connection...Now, if I didn’t want to speak to an advisor, will the quotation be provided by HotelPlanner in this scenario if I say ‘Chicago, give me luxury hotel, 3 best deals near McCormick Center.”
John: Yeah, this is iteration number one for us. We expect to expand to expand it over time, but we don’t have exactly what you describe today but we hope to add all those things over time. They agents are very good. They’re typically very educated, many of them college educated and they’re very helpful. They know their markets well and they have a lot of tools in front of them as well to give them a lot of advice. They are able to answer questions quickly especially in this day and age where hotels are struggling to keep services open because of Covid or whatever. Other situations..Hurricanes. They have a lot of that data in front of them that they can help you with.
Charlie: Assume I’m doing an individual booking for less than 10 people, what if it is for a small group, a median group, would that be routed to a group specialisrt?
John: Yeah, I’m glad you bring that up. We...as many people know, we’ve been a leader in group booking for 15-16 years now. And, so, if you need anywhere above 10 rooms per night, there’s another workflow that our planners are trained on. They put you in the group booking process. We ultimately...so they can take your initial information and they put you into a path that ultimately connects you to another group specialist,...put you in a workflow where you get a group rate, can set up a room block, that typically doesn’t happen in one voice conversation. That happens over time. There are...we can book instantly many rooms, but we find most groups, you think of a wedding or a family reunion or a sports team, most groups don’t typically just book all the rooms in one hit. They want a discount and they want to be able to share it to their attendees. So, this process will allow you to do that.
Charlie: Once you go public on NASDAQ in the next two quarters, there will be additional funds for making the technology even more strong, what innovations and ideas have you come up with or that you’re exploring beyond enhancing the Alexa skills?
John: Well, we think we’ve bitten off a big project with the gig-economy hotel planner. Before I go into other things, we do want to take that...we’ve trained 3000 hotel planners, we hope by the end of next year it’s 10,000 hotel planners so there is a lot of features and things we want to build around that platform to really add scale...get better and better. The more planners we have, the better planners can be moved to the top of the queue, so when we have customers calling in that they get some of the best service in the industry by far. Not just because of the local advice but because they’re some of the best trained communicators we can find in the world. So a lot of what we’re building is around that. We’re big believers in this space of voice enabled booking. Currently, about 40% of the bookings are currently booked over the phone. So it’s a massive market in itself. We think this is the perfect solution for that, attacking that market. Along those...other projects we’re working on, we’re still very much focused on group booking. Group has been hit hard during Covid as you can imagine. We’re about 50% back now of where we used to be. Luckily we were primarily leisure based so a lot of those leisure groups are starting to travel again...weddings, sports teams. So we have a lot more tools up our sleeves that we want to build to automate that process even further. What else....
Charlie: On the product side, in terms of direct hotel contracting?
John: We do have a lot of direct hotel...we have 50,000 direct hotel relationships and we are securing our own rates already at this point. And a lot of what we’re doing is building partnerships with large sporting organizations or large associations where we can build a custom solution for them on the individual and group booking side....very customized to their specific organization and ultimately extending them hotel discounts. That’s what we’re really all about. A custom solution, we’re attacking difficult markets but also giving them comprehensive solutions to build individual or group through the phone and our partners really appreciate that technology because it’s hard to find elsewhere.
Charlie: Great catching up with you. John Prince, Co-Founder & CIO, HotelPlanner and Reservations.com, soon to be on NASDAQ as HOTP. Haha.
John: That’s right.
Charlie: Good to see you.
John: Thanks so much. I appreciate the time.