Astrea Acquisition Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Special Meeting of Stockholders of Astrea Acquisition Corp. (the “Company”) held on December 22, 2022 at 9:30 a.m. (the “Special Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 22, 2022 (the “Charter Amendment”), to (i) change the date by which the Company must consummate our initial business combination from February 8, 2023 (24 months after the closing of our IPO) (the “Original Termination Date”) to the time and date immediately following the filing of such amendment with the Secretary of State of the State of Delaware, or the “Accelerated Termination Date”, (ii) remove the redemption limitation to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001. The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 22, 2022, the Company held the Special Meeting. On November 30, 2022, the record date for the Special Meeting, there were 22,037,500 shares of common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 16,597,979 shares of common stock of the Company or 75.31% of the shares entitled to vote at the Special Meeting were represented in person or by proxy. Stockholders voted on the Charter Amendment and on a proposal to amend the Company’s investment management trust agreement, dated as of February 3, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to change the date on which the trustee must commence liquidation of the trust account established in connection with our initial public offering to the time and date immediately following the Accelerated Termination Date.
| 1. | Charter Amendment |
Stockholders approved the Charter Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 16,580,172 | 4 | 17,803 |
| 2. | Trust Amendment |
Stockholders approved the Trust Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 16,580,171 | 4 | 17,803 |
Item 8.01. Other Events.
In connection with the vote on the Charter Amendment at the Special Meeting, a total of 17,076,230 shares of common stock were submitted for redemption.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment | |
| 104 | Cover page interactive data file (imbedded within the Inline XBRL document) |
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SIGNATURES
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: December 23, 2022 | ||
| ASTREA ACQUISITION CORP. | ||
| By: | /s/ Nicolas Jacobson | |
| Name: | Nicolas Jacobson | |
| Title: | Chief Financial Officer | |
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