Astrea Acquisition Corp. Form 8-K Current Event Report Filed 2021
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SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2021-08-11 | Period of Report: 2021-08-09 SEC Accession No. 0001213900-21-041667 (HTML Version on secdatabase.com) FILER Astrea Acquisition Corp. Mailing Address Business Address 55 OCEAN LANE DRIVE 55 OCEAN LANE DRIVE CIK:1824211| IRS No.: 852609730 | State of Incorp.:DE | Fiscal Year End: 1231 APT. 3021 APT. 3021 Type: 8-K | Act: 34 | File No.: 001-39996 | Film No.: 211164034 KEY BISCAYNE FL 33149 KEY BISCAYNE FL 33149 SIC: 6770 Blank checks (212) 818-8800 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Date of Report (Date of earliest event reported): August 9, 2021 ASTREA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39996 85-2609730 (State or Other Jurisdiction (IRS Employer (Commission File Number) of Incorporation) 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) Not Applicable (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 (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class Trading Symbol(s) which registered Units, each consisting of one share of common stock and one-half of one ASAXU The Nasdaq Stock Market LLC redeemable warrant Common stock, par value $0.0001 per ASAX The Nasdaq Stock Market LLC share Redeemable warrants, exercisable for shares of common stock at an exercise ASAXW The Nasdaq Stock Market LLC price of $11.50 per share Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 1.01 Entry into a Material Definitive Agreement. On August 9, 2021, Astrea Acquisition Corp., a Delaware corporation (“Astrea”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Astrea, Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Astrea (“HotelPlanner.com Merger Sub”), Lexyl Travel Technologies, LLC, a Florida limited liability company (“HotelPlanner.com”), Double Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of HotelPlanner.com (“Reservations.com Merger Sub”), and Benjamin & Brothers, LLC, a Florida limited liability company (“Reservations.com”). A description of the transactions (“Transactions”) contemplated by the Merger Agreement and ancillary transaction agreements is set forth under “Transactions” below. Following completion (“Closing”) of the Transactions, the combined company will be organized in an umbrella partnership C corporation (“Up-C”) structure, in which substantially all of the assets and business of HotelPlanner.com, Reservations.com, and Astrea will be held by the Surviving Company (defined below). The combined company’s business will continue to operate through the Surviving Company and its subsidiaries. The parties have ascribed an equity value of the combined company, following the Closing, of approximately $687.9 million, including contingent consideration. Immediately following the Closing, assuming all contingent consideration is paid and none of Astrea’s public stockholders seek to redeem their public shares for a pro rata portion of the funds in Astrea’s trust account established in connection with Astrea’s initial public offering (the “Trust Account”), the current members of HotelPlanner.com will own approximately 49% of the equity of the combined company, the current members of Reservations.com will own approximately 19% of the equity of the combined company, Astrea’s public stockholders will own approximately 25% of the equity of the combined company, and Astrea Sponsor, LLC, Astrea’s sponsor and an affiliate of certain officers and directors of Astrea (“Sponsor”), will own approximately 7% of the equity of the combined company. The Closing is expected to occur in the fourth quarter of 2021, following the receipt of required approval by the stockholders of Astrea, required regulatory approvals, and the fulfilment of other customary conditions. The following summary of the Merger Agreement is qualified in its entirety by the text of the Merger Agreement. The Merger Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference. Transactions Assuming approval of the Transactions by the stockholders of Astrea, at the Closing of the Transactions: HotelPlanner.com will acquire all of the equity interests in Venuexplorer Pte. Ltd., a Singapore exempt private company (i) limited by shares, from one of its members in exchange for the issuance of additional Class A Units of HotelPlanner.com to such member; Reservations.com Merger Sub will be merged with and into Reservations.com (the “Reservations.com Merger”), with (ii) Reservations.com being the surviving entity and the members of Reservations.com receiving common units of HotelPlanner.com (“HotelPlanner.com Common Units”) in the Reservations.com Merger; after taking into account payments made in satisfaction of redemptions by Astrea’s public stockholders and the repayment (iii) of certain permitted transaction expenses, Astrea will contribute to HotelPlanner.com Merger Sub the cash remaining in the Trust Account (the “Closing Cash Contribution”); Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document HotelPlanner.com Merger Sub will be merged with and into HotelPlanner.com (the “HotelPlanner.com Merger” and together with the Reservations.com Merger, the “Mergers”), with HotelPlanner.com being the surviving entity (“Surviving (iv) Company”) and the former members of HotelPlanner.com (such members, together with the former members of Reservations.com, the “Pre-Closing Holders”) receiving HotelPlanner.com Common Units or cash, as described more fully below; 1 substantially simultaneously with the Mergers, Astrea will adopt a second amended and restated certificate of incorporation (“Astrea A&R Charter”) to, among other things, reclassify the issued and outstanding common stock of Astrea into Class A common stock of Astrea, par value $0.0001 per share (“Astrea Class A Common Stock”), which (v) Astrea Class A Common Stock will carry such economic and voting rights as set forth in the Astrea A&R Charter, and create the Class B common stock of Astrea, par value $0.0001 per share (“Astrea Class B Common Stock”), which Astrea Class B Common Stock will carry no economic rights and such voting rights as set forth in the Astrea A&R Charter, and change Astrea’s name from “Astrea Acquisition Corp.” to “HotelPlanner Inc.”; substantially simultaneously with the Mergers, Astrea and the Pre-Closing Holders will adopt an amended and restated operating agreement of HotelPlanner.com (“HotelPlanner.com A&R Operating Agreement”) to, among other things, (x) effect a recapitalization (“Recapitalization”), pursuant to which, among other things, all Class A Units and Class B Units of HotelPlanner.com held by the members will be exchanged for HotelPlanner.com Common Units, the result of which (vi) will be that the equityholders of HotelPlanner.com will collectively hold a single class of units as of immediately prior to the Closing, (y) permit the issuance and ownership of the HotelPlanner.com Common Units to be issued upon consummation of the Transactions and upon satisfaction of certain earn-out conditions set forth in the Merger Agreement, and (z) admit Astrea as the sole manager of HotelPlanner.com following the Mergers; and substantially simultaneously with the Mergers, Astrea, HotelPlanner.com, and the Pre-Closing Holders will enter into (vii) subscription agreements (“Subscription Agreements”) pursuant to which the Pre-Closing Holders will acquire shares of Astrea Class B Common Stock. Consideration Pursuant to the Merger Agreement, the aggregate value of the consideration (prior to giving effect to the earnout consideration described below) to be paid to the Pre-Closing Holders in the Transactions is approximately $500 million, as follows: each of the HotelPlanner.com Common Units outstanding after the Recapitalization,