UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.02 Termination of a Material Definitive Agreement.
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, Lexyl Travel Technologies, LLC, a Florida limited liability company, Double Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of HotelPlanner.com, and Benjamin & Brothers, LLC, a Florida limited liability company.
On February 13, 2022, by mutual agreement, the parties entered into a letter agreement to terminate the Merger Agreement. The foregoing summary of the letter agreement is qualified in its entirety by the text of the letter agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference. As a result, the special meeting of Astrea stockholders scheduled for February 15, 2022 will not take place.
Astrea was incorporated for the purpose of effecting a merger, share purchase, reorganization or other similar business combination with one or more businesses or entities. Astrea intends to continue in its efforts to identify a prospective target business for an initial business combination. Under Astrea’s current amended and restated certificate of incorporation, Astrea has until February 8, 2023 to complete an initial business combination. If Astrea does not complete an initial business combination by such date (or such later date as may be approved by Astrea stockholders in an amendment to its amended and restated certificate of incorporation), Astrea will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account and not previously released to Astrea (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to Astrea’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
2.1 | Letter agreement | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 14, 2022 | ASTREA ACQUISITION CORP. | |
By: | /s/ Jose Luis Cordova | |
Jose Luis Cordova | ||
Chief Financial Officer |
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