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    Astrea Acquisition Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Leadership Update, Financial Statements and Exhibits

    11/25/22 4:37:06 PM ET
    $ASAX
    Consumer Electronics/Appliances
    Industrials
    Get the next $ASAX alert in real time by email
    0001824211 false 0001824211 2022-11-18 2022-11-18 0001824211 ASAX:UnitsEachConsistingOfOneShareOfCommonStockAndOnehalfOfOneRedeemableWarrantMember 2022-11-18 2022-11-18 0001824211 ASAX:CommonStockParValue0.0001PerShareMember 2022-11-18 2022-11-18 0001824211 ASAX:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerWholeShareMember 2022-11-18 2022-11-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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

     

    November 18, 2022

    Date of Report (Date of earliest event reported)

     

    Astrea Acquisition Corp.

    (Exact Name of Registrant as Specified in its Charter)

     

    Delaware   001-39996   85-2609730
    (State or other jurisdiction
    of incorporation) 
      (Commission File Number)    (I.R.S. 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:

     

    N/A

    (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:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol   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, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    On November 22, 2022, Astrea Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company was not in compliance with Listing Rule 5250(c)(1) because the Company had failed to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Delinquent Report”).

     

    The Notice stated that no later than January 23, 2023, the Company is required to submit a plan to regain compliance with respect to the filing of the Delinquent Report. If NASDAQ accepts the Company’s plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Delinquent Report (or until May 15, 2023) to regain compliance.

     

    The Company is continuing to work diligently to complete the Delinquent Report. This notification has no immediate effect on the listing of the Company’s shares on NASDAQ. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria.

     

    The Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.

     

    Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     

    Effective November 18, 2022, Felipe Gonzalez and Jose Luis Cordova resigned as directors of Astrea. No new directors have been nominated yet to replace them.

     

    Item 9.01. Financial Statements and Exhibits.

     

    Exhibit No.   Description
         
    99.1   Press Release dated November 25, 2022
    104   Cover page interactive data file (inbeddded within the Inline XBRL document)

     

    1

     

     

    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:  November 25, 2022  
       
    ASTREA ACQUISITION CORP.  
       
    By: /s/ Catullus Helmer  
    Name:  Catullus Helmer  
    Title: Chief Executive Officer  

     

     

    2

     

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