ASTREA ACQUISITION CORP. 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): August 29, 2022
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, Florida33149
(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-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencementcommunications 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 |
Name of each exchange | ||
| Units, each consisting of one share of common stock and one-halfof 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement of a Registrant
On August 29, 2022, each of (i) Felipe Gonzalez, the Chief Executive Officer of Astrea Acquisition Corp. (the "Company"), (ii) Jose Luis Cordova, the Company's Chief Financial Officer, and (iii) a member of Astrea Acquisition Sponsor LLC, the Company's sponsor, loaned to the Company $20,000 (or an aggregate of $60,000) for working capital purposes. The loans are evidenced by promissory notes (the "Notes") which are non-interestbearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a "Business Combination").
If the Company does not consummate a Business Combination, the Notes will not be repaid and all amounts owed under the Notes will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the "Trust Account").
The foregoing summary of the Notes is qualified in its entirety by reference to the text of the form of Note, which is filed as an exhibit hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit | Description | |
| 10.1 | Form of Promissory Note dated August 29, 2022 | |
| 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: October 12, 2022
| ASTREA ACQUISITION CORP. | ||
| By: | /s/ Felipe Gonzalez | |
| Name: | Felipe Gonzalez | |
| Title: | Chief Executive Officer |
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Astrea Acquisition Corp. published this content on 12 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 October 2022 10:11:19 UTC.
