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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 | ||||
23 | ||||
26 | ||||
26 | ||||
27 | ||||
27 | ||||
28 | ||||
29 | ||||
30 |
June 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) (Restated) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | 133,058 | $ | — | ||||
Prepaid expenses |
708,607 | — | ||||||
Total Current Assets |
841,665 | — | ||||||
Deferred offering costs |
— | 110,125 | ||||||
Cash and marketable securities held in Trust Account |
172,529,691 | — | ||||||
TOTAL ASSETS |
$ |
173,371,356 |
$ |
110,125 |
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accrued expenses |
$ | 142,909 | $ | 450 | ||||
Promissory note – related party |
350,000 | 85,302 | ||||||
Total Current Liabilities |
492,909 | 85,752 | ||||||
Warrant liability |
156,750 | — | ||||||
Total Liabilities |
649,659 |
85,752 |
||||||
Commitments |
||||||||
Common stock subject to possible redemption; $0.0001 par value; 17,250,000 and no shares at redemption value as of June 30, 2021 and December 31, 2020, respectively |
172,500,000 | — | ||||||
Stockholders’ 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 June 30, 2021 and December 31, 2020, respectively (1) |
479 | 431 | ||||||
Additional paid-in capital |
554,160 | 24,569 | ||||||
Accumulated deficit |
(332,942 | ) | (627 | ) | ||||
Total Stockholders’ Equity |
221,697 |
24,373 |
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
173,371,356 |
$ |
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 5). |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||
2021 |
2021 |
|||||||
Formation and operational costs |
$ | 289,297 | $ | 509,564 | ||||
Loss from operations |
(289,297 |
) |
(509,564 |
) | ||||
Other (expense) income: |
||||||||
Interest earned on marketable securities held in Trust Account |
19,301 | 29,691 | ||||||
Interest income – bank |
6 | 6 | ||||||
Change in fair value of warrant liability |
(21,375 | ) | 30,875 | |||||
Change in fair value of overallotment liability |
— |
(134,105 | ) | |||||
Transaction costs associated with Initial Public Offering |
— |
(17,428 | ) | |||||
Total Other (expense) income, net |
(2,068 | ) | 177,249 | |||||
Net loss |
$ |
(291,365 |
) |
$ |
(332,315 |
) | ||
Basic and diluted weighted average shares outstanding, common stock |
22,037,500 | 17,939,227 | ||||||
Basic and diluted loss per share, common stock |
$ |
(0.01 |
) |
$ |
(0.02 |
) | ||
Common Stock |
Additional Paid in |
Accumulated |
Total Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||
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 |
||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | (332,315 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Change in fair value of warrant liability |
(30,875 | ) | ||
Change in fair value of overallotment liability |
(134,105 | ) | ||
Interest earned on marketable securities held in Trust Account |
(29,691 | ) | ||
Transaction costs associated with Initial Public Offering |
17,428 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(708,607 | ) | ||
Accrued expenses |
142,459 | |||
Net cash used in operating activities |
(1,075,706 |
) | ||
Cash Flows from Investing Activities: |
||||
Investment of 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 paid |
$ | 169,050,000 | ||
Proceeds from sale of Private Placement Units |
4,750,000 | |||
Repayment of promissory note – related party |
(85,302 | ) | ||
Promissory note – related party |
350,000 | |||
Payment of offering costs |
(355,934 | ) | ||
Net cash provided by used in financing activities |
173,708,764 |
|||
Net Change in Cash |
133,058 |
|||
Cash – Beginning of period |
— | |||
Cash – End of period |
$ |
133,058 |
||
Non-Cash investing and financing activities: |
||||
Initial classification of Warrant Liability |
$ | 187,625 | ||
As Previously Reported (1) |
Adjustment related to Common Stock Subject to Possible Redemption |
Adjustment related to Overallotment Liability |
As Restated |
|||||||||||||
Condensed Balance Sheet as of June 30, 2021 (unaudited) |
||||||||||||||||
Common stock subject to possible redemption |
$ | 167,721,690 | $ | 4,778,310 | $ | — | $ | 172,500,000 | ||||||||
Common stock |
$ | 527 | $ | (48 | ) | $ | — | $ | 479 | |||||||
Additional paid-in capital |
$ | 5,449,666 | $ | (4,778,262 | ) | $ | (117,244) | $ | 554,160 | |||||||
Accumulated deficit |
$ | (450,186 | ) | $ | — | $ | 117,244 | $ | (332,942 | ) | ||||||
Total Stockholders’ Equity (Deficit) |
$ | 5,000,007 | $ | (4,778,310 | ) | $ | — | $ | 221,697 | |||||||
Number of Shares subject to possible redemption |
16,772,169 | 477,831 | — | 17,250,000 | ||||||||||||
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) |
||||||||||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
16,801,305 | (16,801,305 | ) | — | — | |||||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
5,236,195 | (5,236,195 | ) | — | — | |||||||||||
Basic and diluted net loss per share, Non-redeemable common stock |
$ | (0.06 | ) | $ | 0.06 | $ | — | $ | — | |||||||
Basic and diluted weighted average shares outstanding, Common stock |
— | 22,037,500 | — | 22,037,500 | ||||||||||||
Basic and diluted net loss per share, Common stock |
$ | — | (0.01 | ) | $ | — | $ | (0.01 | ) |
Condensed Statement of Operations for the Six months ended June 30, 2021 (Unaudited) |
||||||||||||||||
Transaction costs |
$ | (567 | ) | — | $ | (16,871 | ) | $ | (17,428 | ) | ||||||
Change in fair value of overallotment liability |
$ | — | — | $ | 134,105 | $ | 134,105 | |||||||||
Net loss |
$ | (449,559 | ) | — | $ | 117,244 | $ | (332,315 | ) | |||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
27,584,102 | (27,584,102 | ) | — | — | |||||||||||
Basic and diluted net income per share, Common stock subject to possible redemption |
$ | — | — | $ | — | $ | — | |||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
4,211,844 | (4,211,844 | ) | — | — | |||||||||||
Basic and diluted net loss per share, Non-redeemable common stock |
$ | (0.11 | ) | $ | 0.11 | $ | — | $ | — | |||||||
Basic and diluted weighted average shares outstanding, Common stock |
— | 17,939,227 | — | 17,939,227 | ||||||||||||
Basic and diluted net loss per share, Common stock |
$ | — | $ | (0.03 | ) | $ | 0.01 | $ | (0.02 | ) | ||||||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months ended June 30, 2021 (Unaudited) |
||||||||||||||||
Total shareholders’ equity (deficit) |
$ | 5,000,009 | $ | (4,778,310 | ) | $ | — | $ | 221,697 | |||||||
Condensed Statement of Cash Flows for the Six months ended June 30, 2021 (Unaudited) |
||||||||||||||||
Net loss |
$ | (449,559 | ) | $ | — | $ | 117,244 | $ | (332,315 | ) | ||||||
Change in fair value of overallotment liability |
$ | — | $ | — | $ | (134,105 | ) | $ | (134,105 | ) | ||||||
Transactions costs |
$ | 567 | $ | — | $ | 16,871 | $ | 17,428 | ||||||||
Non-cash investing and financing activities |
||||||||||||||||
Initial classification of common stock ordinary shares subject to possible redemption |
$ | 168,170,685 | $ | 4,329,315 | $ | — | $ | 172,500,000 | ||||||||
Change in value of common stock ordinary shares subject to possible redemption |
$ | (448,995 | ) | $ | 448,995 | $ |
— |
|
$ | — | ||||||
Accretion of common stock subject to possible redemption |
$ | — | (3,916,059 | ) | $ | (7,346,291 | ) | $ | (11,262,350 | ) |
(1) |
As previously filed with the SEC on August 23, 2021 |
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 June 30, 2021 |
Six Months Ended June 30, 2021 |
|||||||
Basic and diluted net income ( loss) per common stock |
||||||||
Numerator: |
||||||||
Allocation of net income (loss), as adjusted |
$ | (291,365 | ) | $ | (332,315 | ) | ||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
22,037,500 | 17,939,227 | ||||||
Basic and diluted net income (loss) per common stock |
$ | (0.01 | ) | $ | (0.02 | ) |
• | 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 |
June 30, 2021 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ | 172,529,691 | |||||
Liabilities: |
||||||||
Warrant Liability – Private Placement Warrants |
3 | $ | 156,750 |
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 |
0.97 | % | ||
Effective expiration date |
6/23/2026 | |||
Dividend yield |
0.00 | % | ||
Expected volatility |
11.7 | % | ||
Exercise price |
$ | 11.50 | ||
Unit Price |
$ | 9.64 |
Input |
||||
Risk-free interest rate |
0.86 | % | ||
Effective expiration date |
6/23/2026 | |||
Dividend yield |
0.00 | % | ||
Expected volatility |
13.4 | % | ||
Exercise price |
$ | 11.50 | ||
Unit Price |
$ | 9.66 |
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 |
(30,875 | ) | ||
Fair value as of June 30, 2021 |
$ | 156,750 | ||
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 June 30, 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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