Astrea Acquisition Corp. - FORM 8-K - February 9, 2021

Attached files

file filename
EX-1.2 - BUSINESS COMBINATION AND MARKETING AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCA - Astrea Acquisition Corp.ea134935ex1-2_astreaacqu.htm
EX-99.1 - PRESS RELEASE - Astrea Acquisition Corp.ea134935ex99-1_astreaacqu.htm
EX-10.4 - FORM OF INDEMNIFICATION AGREEMENT - Astrea Acquisition Corp.ea134935ex10-4_astreaacqu.htm
EX-10.3 - REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE COMPANY'S INITIAL STOC - Astrea Acquisition Corp.ea134935ex10-3_astreaacqu.htm
EX-10.2 - STOCK ESCROW AGREEMENT BETWEEN THE COMPANY, CONTINENTAL STOCK TRANSFER & TRUST C - Astrea Acquisition Corp.ea134935ex10-2_astreaacqu.htm
EX-10.1 - INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK - Astrea Acquisition Corp.ea134935ex10-1_astreaacqu.htm
EX-4.1 - WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COM - Astrea Acquisition Corp.ea134935ex4-1_astreaacqu.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Astrea Acquisition Corp.ea134935ex3-1_astreaacqu.htm
EX-1.1 - UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCAPITAL, INC., AS REPRES - Astrea Acquisition Corp.ea134935ex1-1_astreaacqu.htm
 

 

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): February 3, 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 1.01.Entry into a Material Definitive Agreement.

 

On February 3, 2021, the Registration Statement on Form S-1 (SEC File No. 333-252010) (the “Registration Statement”) relating to the initial public offering of units of Astrea Acquisition Corp. (the “Company”) was declared effective.

 

On February 3, 2021 the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware on February 3, 2021. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated February 3, 2021 as filed with the SEC on February 4, 2021. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.

 

Item 9.01.Financial Statement and Exhibits.

 

(d)Exhibits:

 

Exhibit  Description
1.1  Underwriting Agreement between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.
    
1.2  Business Combination and Marketing Agreement between the Company and EarlyBirdCapital, Inc.
    
3.1  Amended and Restated Certificate of Incorporation.
    
4.1  Warrant Agreement between the Company and Continental Stock Transfer & Trust Company.
    
10.1  Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company.
    
10.2  Stock Escrow Agreement between the Company, Continental Stock Transfer & Trust Company, and the Company’s Initial Stockholder.
    
10.3  Registration Rights Agreement between the Company and the Company’s Initial Stockholder.
    
10.4  Form of Indemnification Agreement.
    
99.1  Press Release.

 

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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 9, 2021

 ASTREA ACQUISITION CORP.
   
By:/s/ Felipe Gonzalez
  Name: Felipe Gonzalez
  Title: Chief Executive Officer

 

 

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