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Name | Symbol | Market | Type |
---|---|---|---|
Astrea Acquisition Corporation | NASDAQ:ASAXU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.00 | 4.00 | 16.00 | 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 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
18 | ||||
20 | ||||
20 | ||||
21 | ||||
22 | ||||
23 | ||||
24 |
March 31, 2021 |
December 31, 2020 |
|||||||
(Unaudited) (Restated) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | 237,448 | $ | — | ||||
Prepaid expenses |
840,249 | — | ||||||
Total Current Assets |
1,077,697 | — | ||||||
Deferred offering costs |
— | 110,125 | ||||||
Cash and marketable securities held in Trust Account |
172,510,390 | — | ||||||
TOTAL ASSETS |
$ |
173,588,087 |
$ |
110,125 |
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 89,650 | $ | 450 | ||||
Promissory note – related party |
350,000 | 85,302 | ||||||
Total Current Liabilities |
439,650 | 85,752 | ||||||
Warrant liability |
135,375 | — | ||||||
Total Liabilities |
575,025 |
85,752 |
||||||
Commitments |
||||||||
Common stock subject to possible redemption; $0.0001 par value; 17,250,000 no |
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 March 31, 2021 and December 31, 2020, respectively (1) |
479 | 431 | ||||||
Additional paid-in capital |
554,160 | 24,569 | ||||||
Accumulated deficit |
(41,577 | ) | (627 | ) | ||||
Total Stockholders’ Equity |
513,062 |
24,373 |
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
173,588,087 |
$ |
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). |
Operation and formation costs |
$ | 220,267 | ||
Loss from operations |
(220,267 |
) | ||
Other income (loss): |
||||
Interest earned on marketable securities held in Trust Account |
10,390 | |||
Transaction costs associated with Initial Public Offering |
(17,428 | ) | ||
Change in fair value of overallotment liability |
134,105 | |||
Change in fair value of warrant liability |
52,250 | |||
Total other income, net |
179,317 | |||
Net loss |
$ |
(40,950 |
) | |
Basic and diluted weighted average shares outstanding, common stock |
13,795,417 | |||
Basic and diluted loss per share, common stock |
$ |
(0.00 |
) | |
Common Stock |
Additional Paid |
Accumulated |
Total Stockholders’ |
|||||||||||||||||
Shares |
Amount |
in 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 |
||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | (40,950 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Change in fair value of warrant liability |
(52,250 | ) | ||
Change in value of overallotment liability |
(134,105 | ) | ||
Interest earned on marketable securities held in Trust Account |
(10,390 | ) | ||
Transaction costs associated with Initial Public Offering |
17,428 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(840,249 | ) | ||
Accounts payable and accrued expenses |
89,200 | |||
Net cash used in operating activities |
(971,316 |
) | ||
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 financing activities |
173,708,764 |
|||
Net Change in Cash |
237,448 |
|||
Cash – Beginning of period |
— | |||
Cash – End of period |
$ |
237,448 |
||
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 March 31, 2021 (unaudited) |
||||||||||||||||
Common stock subject to possible redemption |
$ | 168,013,053 | $ | 4,486,947 | $ | — | $ | 172,500,000 | ||||||||
Common stock |
$ | 524 | $ | (45 | ) | $ | — | $ | 479 | |||||||
Additional paid-in capital |
$ | 5,158,306 | $ | (4,486,902 | ) | $ | (117,244 | ) | $ | 554,160 | ||||||
Accumulated deficit |
$ | (158,821 | ) | $ | — | $ | 117,244 | $ | (41,577 | ) | ||||||
Total Stockholders’ Equity (Deficit) |
$ | 5,000,009 | $ | (4,486,947 | ) | $ | — | $ | 513,062 | |||||||
Number of Shares subject to possible redemption |
16,801,305 | 448,695 | $ | — | 17,250,000 | |||||||||||
Condensed Statement of Operations for the Three Months ended March 31, 2021 (unaudited) |
||||||||||||||||
Transaction costs |
$ | (567 | ) | $ | — | $ | (16,871 | ) | $ | (17,428 | ) | |||||
Change in fair value of overallotment liability |
$ | — | $ | — | $ | 134,105 | $ | 134,105 | ||||||||
Net loss |
$ | (158,194 | ) | $ | — | $ | 117,244 | $ | (40,950 | ) | ||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
16,187,069 | (16,187,069 | ) | — | — | |||||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
4,583,244 | (4,583,244 | ) | — | — | |||||||||||
Basic and diluted net loss per share, Non-redeemable common stock |
$ | (0.03 | ) | $ | 0.03 | $ | — | $ | — | |||||||
Basic and diluted weighted average shares outstanding, Common stock |
— | 13,795,417 | — | 13,795,417 | ||||||||||||
Basic and diluted net loss per share, Common stock |
$ | — | $ | (0.01 | ) | $ | 0.01 | $ | — | |||||||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three months ended March 31, 2021 (Unaudited) |
||||||||||||||||
Sale of 17,250,000 units, net of underwriting discounts, offering costs and warrant liability |
$ | 168,583,941 | $ | (168,583,941 | ) | $ | — | $ | — | |||||||
Accretion for common stock subject to redemption amount |
$ | — | $ | (3,916,059 | ) | $ | (7,346,291 | ) | (11,262,350 | ) | ||||||
Fair value of Public Warrants |
$ | — | $ | — | $ | 6,780,799 | $ | 6,780,799 | ||||||||
Elimination of over-allotment option liability |
$ | — | $ | — | $ | 614,257 | $ | 614,257 | ||||||||
Allocated value of transaction costs to warrants |
$ | — | $ | — | $ | (165,442 | ) | $ | (165,442 | ) | ||||||
Total shareholders’ equity (deficit) |
$ | 5,000,009 | $ | (4,486,947 | ) | — | $ | 513,062 | ||||||||
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) |
||||||||||||||||
Net loss |
$ | (158,194 | ) | $ | — | $ | 117,244 | $ | (40,950 | ) | ||||||
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 |
$ | (157,632 | ) | $ | 157,632 | $ | — | $ | — | |||||||
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 July 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 March 31, 2021 |
||||
Basic and diluted net income ( loss) per common stock |
||||
Numerator: |
||||
Allocation of net income (loss), as adjusted |
$ | (40,950 | ) | |
Denominator: |
||||
Basic and diluted weighted average shares outstanding |
13,795,417 | |||
Basic and diluted net income (loss) per common stock |
$ | (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 |
March 31, 2021 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ | 172,510,390 | |||||
Liabilities: |
||||||||
Warrant Liability – Private Placement Warrants |
3 | $ | 135,375 |
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 |
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 fair value |
(52,250 | ) | ||
Fair value as of March 31, 2021 |
$ | 135,375 | ||
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 March 31, 2021 |
$ | — | ||
* | Filed herewith. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on February 3, 2021 and incorporated by reference herein. |
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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