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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Astrea Acquisition Corporation | NASDAQ:ASAX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.08 | 10.07 | 16.12 | 0 | 01:00:00 |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
85-2609730 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page |
||||
1 | ||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
19 | ||||
22 | ||||
22 | ||||
23 | ||||
24 | ||||
24 | ||||
25 | ||||
26 |
Item 1. |
Interim Financial Statements. |
September 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) (Restated) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | 51,562 | $ | — | ||||
Prepaid expenses |
503,361 | — | ||||||
Total Current Assets |
554,923 | — | ||||||
Deferred offering costs |
— | 110,125 | ||||||
Cash and marketable securities held in Trust Account |
172,550,024 | — | ||||||
TOTAL ASSETS |
$ |
173,104,947 |
$ |
110,125 |
||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||
Current liabilities |
||||||||
Accrued expenses |
$ | 359,436 | $ | 450 | ||||
Promissory note – related party |
425,000 | 85,302 | ||||||
Total Current Liabilities |
784,436 | 85,752 | ||||||
Warrant liabilities |
396,625 | — | ||||||
Total Liabilities |
1,181,061 |
85,752 |
||||||
Commitments |
||||||||
Common stock subject to possible redemption; $0.0001 par value; 17,250,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively |
172,500,000 | — | ||||||
Stockholders’ (Deficit) Equity |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |
— | — | ||||||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,787,500 and 4,312,500 shares issued and outstanding (excluding 17,250,000 and no shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively (1) |
479 | 431 | ||||||
Additional paid-in capital |
554,160 | 24,569 | ||||||
Accumulated deficit |
(1,130,753 | ) | (627 | ) | ||||
Total Stockholders’ (Deficit) Equity |
(576,114 |
) |
24,373 |
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
173,104,947 |
$ |
110,125 |
||||
(1) | At December 31, 2020, included up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). |
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period from August 11, 2020 (Inception) Through September 30, 2020 |
||||||||||
(Restated) |
||||||||||||
Formation and operating costs |
$ | 578,271 | $ | 1,087,835 | $ | 177 | ||||||
Loss from operations |
(578,271 |
) |
(1,087,835 |
) |
(177 |
) | ||||||
Other income (expense): |
||||||||||||
Interest earned on marketable securities held in Trust Account |
19,788 | 49,479 | — | |||||||||
Unrealized gain on marketable securities held in Trust Account |
545 | 545 | ||||||||||
Interest income – bank |
2 | 8 | — | |||||||||
Change in fair value of warrant liability |
(239,875 | ) | (209,000 | ) | — | |||||||
Change in fair value of overallotment liability |
— | 134,105 | ||||||||||
Transaction costs associated with Initial Public Offering |
— | (17,428 | ) | — | ||||||||
Total other expense, net |
(219,540 | ) | $ | (42,291 | ) | — | ||||||
Net loss |
$ |
(797,811 |
) |
$ |
(1,130,126 |
) |
$ |
(177 |
) | |||
Basic and diluted weighted average shares outstanding, Common stock |
22,037,500 | $ | 19,320,330 | 3,750,000 | ||||||||
Basic and diluted net loss per share, Common stock |
$ |
(0.04 |
) |
$ |
(0.06 |
) |
$ |
(0.00 |
) | |||
Common Stock |
Additional Paid in |
Accumulated |
Total Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||
Balance – January 1, 2021 |
4,312,500 |
$ |
431 |
$ |
24,569 |
$ |
(627 |
) |
$ |
24,373 |
||||||||||
Fair value of Public Warrants |
— | — | 6,780,799 | — | 6,780,799 | |||||||||||||||
Sale of 475,000 Private Placement Units |
475,000 | 48 | 4,562,894 | — | 4,562,942 | |||||||||||||||
Elimination of over-allotment option liability |
— | — | 614,257 | — | 614,257 | |||||||||||||||
Allocated value of transaction costs to warrants |
— | — | (165,442 | ) | — | (165,442 | ) | |||||||||||||
Accretion of common stock to redemption value |
— | — | (11,262,350 | ) | — | (11,262,350 | ) | |||||||||||||
Net loss |
— | — | — | (40,950 | ) | (40,950 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – March 31, 2021 |
4,787,500 |
$ |
479 |
$ |
554,160 |
$ |
(41,577 |
) |
$ |
513,062 |
||||||||||
Net loss |
— | — | — | (291,365 | ) | (291,365 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – June 30, 2021 |
4,787,500 |
$ |
479 |
$ |
554,160 |
$ |
(332,942 |
) |
$ |
221,697 |
||||||||||
Net loss |
— | — | — | (797,811 | ) | (797,811 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – September 30, 2021 |
4,787,500 |
$ |
479 |
$ |
554,160 |
$ |
(1,130,753 |
) |
$ |
(576,114 |
) | |||||||||
|
|
|
|
|
|
|
|
|
|
Common Stock |
Additional Paid in |
Accumulated |
Total Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||
Balance – August 11, 2020 (Inception) |
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Issuance of common stock to Sponsor |
4,312,500 | 431 | 24,569 | — | 25,000 | |||||||||||||||
Net loss |
— | — | — | (177 | ) | (177 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – September 30, 2020 |
4,312,500 | $ | 431 | $ | 24,569 | $ | (177 | ) | $ | 24,823 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
For the Period from August 11, 2020 (Inception) through September 30, |
|||||||
2021 |
2020 |
|||||||
(Restated) |
||||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | (1,130,126 | ) | $ | (177 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Change in fair value of warrant liabilities |
209,000 | — | ||||||
Change in fair value of overallotment liabilities |
(134,105 | ) | — | |||||
Interest earned on marketable securities held in Trust Account |
(49,479 | ) | — | |||||
Unrealized gain on marketable securities held in Trust Account |
(545 | ) | — | |||||
Transaction costs associated with Initial Public Offering |
17,428 | — | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
(503,361 | ) | — | |||||
Accrued expenses |
358,986 | — | ||||||
Net cash used in operating activities |
(1,232,202 |
) |
(177 |
) | ||||
Cash Flows from Investing Activities: |
||||||||
Investment in cash into Trust Account |
$ | (172,500,000 | ) | — | ||||
Net cash used in investing activities |
(172,500,000 |
) |
— |
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from sale of Units, net of underwriting discounts |
169,050,000 | — | ||||||
Proceeds from sale of Private Placement Units |
4,750,000 | — | ||||||
Proceeds from promissory note |
— | 177 | ||||||
Proceeds from promissory note – related party |
469,759 | — | ||||||
Repayment of promissory note – related party |
(130,061 | ) | — | |||||
Payment of offering costs |
(355,934 | ) | — | |||||
Net cash provided by financing activities |
173,783,764 |
177 |
||||||
Net Change in Cash |
51,562 |
— | ||||||
Cash – Beginning of period |
— | — | ||||||
Cash – End of period |
$ |
51,562 |
$ | — | ||||
Non-cash investing and financing activities: |
||||||||
Offering costs included in accrued offering costs |
$ | — | $ | 17,500 | ||||
Issuance of Representative Shares/Founder Shares |
$ | — | $ | 25,000 | ||||
Initial classification of warrant liabilities |
187,625 | — | ||||||
As Previously Reported |
Adjustment related to Overallotment Liability |
As Restated |
||||||||||
Condensed Balance Sheet at September 30, 2021 (unaudited) |
||||||||||||
Additional Paid in Capital |
$ | 671,404 | $ | 117,244 | $ | 554,160 | ||||||
Accumulated deficit |
$ | (1,247,997 | ) | $ | 117,244 | $ | (1,130,753 | ) | ||||
Condensed Statement of Operations for nine months ended September 30, 2021 (unaudited) |
||||||||||||
Transaction costs |
$ | (567 | ) | $ | (16,861 | ) | $ | (17,428 | ) | |||
Change in fair value of overallotment liability |
$ | — | $ | 134,105 | $ | 134,105 | ||||||
Net loss |
$ | (1,247,370 | ) | $ | 117,244 | $ | (1,130,126 | ) | ||||
Statement of Cash Flows for nine months ended September 30, 2021 (unaudited) |
||||||||||||
Net loss |
$ | 1,247,370 | ) | $ | 117,244 | $ | (1,130,126 | ) | ||||
Change in fair value of overallotment liability |
$ | — | $ | (134,105 | ) | $ | (134,105 | ) | ||||
Transactions costs |
$ | 567 | $ | 16,861 | $ | 17,428 | ||||||
Non Cash Financing and Investing Activities: |
||||||||||||
Accretion of common stock to redemption value |
$ | (3,916,059 | ) | $ | (7,346,291 | ) | $ | (11,262,350 | ) |
Gross proceeds |
$ | 172,500,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
6,780,799 | |||
Common stock issuance costs |
3,733,189 | |||
Overallotment Liability |
748,362 | |||
Plus: |
||||
Adjustment of carrying value to redemption value |
11,262,350 | |||
Common stock subject to possible redemption |
$ | 172,500,000 | ||
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period From August 11, 2020 (Inception) Through September 30, 2020 |
||||||||||
Basic and diluted net income ( loss) per common stock |
||||||||||||
Numerator: |
||||||||||||
Allocation of net income (loss), as adjusted |
$ | (797,811 | ) | $ | (1,130,126 | ) | $ | (177 | ) | |||
Denominator: |
||||||||||||
Basic and diluted weighted average shares outstanding |
22,037,500 | 19,320,330 | 3,750,000 | |||||||||
Basic and diluted net income (loss) per common stock |
$ | (0.04 | ) | $ | (0.06 | ) | $ | (0.00 | ) |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | at any time after the warrants become exercisable; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; |
• | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
September 30, 2021 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ | 172,550,024 | |||||
Liabilities: |
||||||||
Warrant Liability – Private Placement Warrants |
3 | $ | 396,625 |
Input |
February 8, 2021 (Initial Measurement) |
|||
Risk-free interest rate |
0.54 | % | ||
Effective expiration date |
6/23/2026 | |||
Dividend yield |
0.00 | % | ||
Expected volatility |
15.1 | % | ||
Exercise price |
$ | 11.50 | ||
Unit Price |
$ | 9.61 |
Input |
||||
Risk-free interest rate |
0.92 | % | ||
Effective expiration date |
6/30/2026 | |||
Dividend yield |
0.00 | % | ||
Expected volatility |
13.7 | % | ||
Exercise price |
$ | 11.50 | ||
Unit Price |
$ | 9.96 |
Private Warrant Liability |
||||
Fair value as of August 11, 2020 |
$ | — | ||
Initial measurement on February 8, 2021 (IPO) |
169,850 | |||
Initial measurement on February 18, 2021 (Over allotment) |
17,775 | |||
Change in valuation inputs or other assumptions |
209,000 | |||
Fair value as of September 30, 2021 |
$ | 396,625 | ||
Overallotment Option |
||||
Fair value as of August 11, 2020 |
$ | — | ||
Fair value at issuance February 8, 2021 |
748,362 | |||
Change in fair value February 18, 2021 |
(134,105 | ) | ||
Elimination of overallotment liability February 18, 2021 |
(614,257 | ) | ||
Fair Value at September 30, 2021 |
$ | — | ||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 5. |
Other Information |
Item 6. |
Exhibits |
No. |
Description of Exhibit | |
2.1+ | Agreement and Plan of Merger, dated as of August 9, 2021, by and among Astrea Acquisition Corp., Peregrine Merger Sub, LLC, Lexyl Travel Technologies, LLC, Double Peregrine Merger Sub, LLC, and Benjamin & Brothers, LLC. | |
10.1+ | Form of Tax Receivable Agreement. | |
10.2+ | Form of A&R Registration Rights Agreement. | |
10.3+ | Form of Sponsor Agreement, dated as of August 9, 2021, by and among Astrea Acquisition Corp., Astrea Acquisition Sponsor LLC, and Lexyl Travel Technologies, LLC. | |
10.4+ | Form of HotelPlanner.com Support Agreement, dated as of August 9, 2021, by and among Astrea Acquisition Corp., Lexyl Travel Technologies, LLC, and certain members of Lexyl Travel Technologies, LLC. | |
10.5+ | Form of Reservations.com Support Agreement, dated as of August 9, 2021, by and among Astrea Acquisition Corp., Benjamin & Brothers, LLC, and certain members of Benjamin & Brothers, LLC. | |
10.6* | Promissory note. | |
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+ | Incorporated by reference from the Company’s Current Report on Form 8-K dated August 9, 2021 and filed with the SEC on August 11, 2021. |
* | Filed herewith. |
ASTREA ACQUISITION CORP. | ||||||
Date: August 15, 2022 | By: | /s/ Felipe Gonzalez | ||||
Name: | Felipe Gonzalez | |||||
Title: | Chief Executive Officer and Director | |||||
(Principal Executive Officer) | ||||||
Date: August 15, 2022 | By: | /s/ Jose Luis Cordova | ||||
Name: | Jose Luis Cordova | |||||
Title: | Chief Financial Officer and Director | |||||
(Principal Financial and Accounting Officer) |
1 Year Astrea Acquisition Chart |
1 Month Astrea Acquisition Chart |
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