For the transition period from to Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a Indicate by check mark whether the registrant is a shell company (as defined in Rule ASTREA ACQUISITION CORP. The accompanying notes are an integral part of the unaudited condensed financial statements. FOR THE THREE AND The accompanying notes are an integral part of the unaudited condensed financial statements. The accompanying notes are an integral part of the unaudited condensed financial statements. As of Following the closing of the Initial Public Offering on February 8, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of As of advances are Management is currently evaluating the impact of the In connection with the change in presentation for the common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) to its one class of common stock compared to the previous computation that allocated net income (loss) between redeemable and The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements. Pursuant to the The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of sheets. On August 19, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was amended on December 31, 2020, such that it is The Company analyzed the conversion option imbedded in the Convertible Promissory Notes under ASC The Company granted the underwriters a ASTREA ACQUISITION CORP. NOTE 8. STOCKHOLDERS’ NOTE 9. WARRANTS If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Warrants are identical to the Public Warrants underlying the Units sold in the The Company follows the guidance in ASC 820 for its financial assets and liabilities that are The Warrants were accounted for as liabilities in accordance with ASC The Company established the initial fair value for the Warrants on February 8, 2021, the date of the Company’s Initial Public Offering, using a binomial lattice model for the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Common Stock and ASTREA ACQUISITION CORP. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers between levels during the three and References in this report (the This amended Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form We are a blank check company formed under the laws of the State of Delaware on August 11, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our capital stock, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful. We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 11, 2020 (inception) through For the three months ended Liquidity and Capital Resources On February 8, 2021, we consummated the Initial Public Offering of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 430,000 Private Placement Unit a price of $10.00 per Private Placement Unit in a private placement to the Sponsor generating gross proceeds of $4,300,000. On February 18, Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $172,500,000 was placed in the Trust Account. We incurred For the As of We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units. For the three months ended We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial support services. We began incurring these fees on February 3, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. The Company engaged EarlyBirdCapital, Inc. (“EarlyBirdCapital”), the representative of the underwriters in the Initial Public Offering, as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial business combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finder’s fees which might become payable). The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies: Warrant We account for the Warrants in accordance with the guidance contained in ASC The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of Net income (loss) per common share Not required for smaller reporting companies. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2021 covered by this Quarterly Report on Form Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management also evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form On February 8, 2021, we consummated the Initial Public Offering of 15,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $150,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form Simultaneous with the consummation of the Initial Public Offering, the Sponsor consummated the private placement of an aggregate of 430,000 Units at a price of $10.00 per Private Unit, generating total proceeds of $4,300,000. Each Private Unit consists of one share of common stock (“Private Share”) and The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. On February 18, 2021, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 2,250,000 Units for gross proceeds of $22,500,000, less the underwriters’ discount of $450,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 45,000 Private Units at $10.00 per Private Unit, generating total proceeds of $450,000. A total of $22,500,000 was deposited into the Trust Account. Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Units, an aggregate of $172,500,000 was placed in the Trust Account. We paid a total of $3,450,000 in underwriting discounts and commissions and $466,059 for other costs and expenses related to the Initial Public Offering. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form The following exhibits are filed as part of, or incorporated by reference into, this amended Quarterly Report on Form In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 10-Q☒ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934SeptemberJune 30, 2021☐ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Delaware85-2609730(347) 607-8025 (§Large accelerated filer ☐☐ Accelerated filer ☐ Non-accelerated filer☒☒ Smaller reporting company ☒ Emerging growth company ☒ November 23, 2021,August 15, 2022, 22,037,500 shares of common stock, par value $0.0001 per share, were issued and outstanding.FORM 10-Q FOR THE QUARTER ENDED SEPTEMBERJUNE 30, 2021 September 30,
2021 December 31,
2020 (Unaudited) ASSETS Current assets Cash $ 51,562 $ — Prepaid expenses 503,361 — Total Current Assets 554,923 — Deferred offering costs — 110,125 Cash and marketable securities held in Trust Account 172,550,024 — TOTAL ASSETS $ 173,104,947 $ 110,125 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities Accrued expenses $ 359,436 $ 450 Promissory note – related party 425,000 85,302 Total Current Liabilities 784,436 85,752 Warrant liabilities 396,625 — Total Liabilities 1,181,061 85,752 Commitments Common stock subject to possible redemption 17,250,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively 172,500,000 — Stockholders’ (Deficit) Equity Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — — 479 431 Additional paid-in capital 671,404 24,569 Accumulated deficit (1,247,997 ) (627 ) Total Stockholders’ (Deficit) Equity (576,114 ) 24,373 TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 173,104,947 $ 110,125 $ 133,058 $ — 708,607 — 841,665 — — 110,125 172,529,691 — $ 142,909 $ 450 350,000 85,302 492,909 85,752 156,750 — 172,500,000 — — — 479 431 554,160 24,569 (332,942 ) (627 ) (1) 6)5).
Ended
Ended $ 289,297 $ 509,564 19,301 29,691 6 6 (21,375 ) 30,875 (134,105 ) (17,428 ) (2,068 ) 177,249 22,037,500 17,939,227 (UNAUDITED) Three Months
Ended
September 30,
2021 Nine Months
Ended
September 30,
2021 For the Period
from
August 11,
2020
(Inception)
Through
September 30,
2020 Formation and operating costs $ 578,271 $ 1,087,835 $ 177 Loss from operations (578,271 ) (1,087,835 ) (177 ) Other income (expense): Interest earned on marketable securities held in Trust Account 19,788 49,479 — Unrealized gain on marketable securities held in Trust Account 545 545 Interest income – bank 2 8 — Change in fair value of warrant liability (239,875 ) (209,000 ) — Transaction costs associated with Initial Public Offering — (567 ) — Total other expense, net (219,540 ) $ (159,535 ) — Net loss $ (797,811 ) $ (1,247,370 ) $ (177 ) Basic and diluted weighted average shares outstanding, Common stock 22,037,500 $ 19,320,330 3,750,000 Basic and diluted net loss per share, Common stock $ (0.04 ) $ (0.06 ) $ (0.00 ) (DEFICIT) EQUITY(UNAUDITED)NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 2021 — — 6,780,799 — 6,780,799 475,000 48 4,562,894 — 4,562,942 — — 614,257 — 614,257 — — (165,442 ) — (165,442 ) — — (11,262,350 ) — (11,262,350 ) — — — (40,950 ) (40,950 ) — — — (291,365 ) (291,365 ) RESTATED Common Stock Additional
Paid in Accumulated Total
Stockholders’ Shares Amount Capital Deficit Equity (Deficit) Balance – January 1, 2021 4,312,500 $ 431 $ 24,569 $ (627 ) $ 24,373 Accretion of Common Stock to redemption value — — (3,916,059 ) — (3,916,059 ) Sale of 475,000 Private Placement Units 475,000 48 4,562,894 — 4,562,942 Net loss — — — (158,194 ) (158,194 ) Balance – March 31, 2021 (restated) 4,787,500 $ 479 $ 671,404 $ (158,821 ) $ 513,062 Net loss — — — (291,365 ) (291,365 ) Balance – June 30, 2021 (restated) 4,787,500 $ 479 $ 671,404 $ (450,186 ) $ 221,697 Net loss — — — (797,811 ) (797,811 ) Balance – September 30, 2021 4,787,500 $ 479 $ 671,404 $ (1,247,997 ) $ (576,114 ) FOR THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020 Common Stock Additional
Paid in Accumulated Total
Stockholders’ Shares Amount Capital Deficit Equity Balance – August 11, 2020 (Inception) — $ — $ — $ — $ — Issuance of common stock to Sponsor 4,312,500 431 24,569 — 25,000 Net loss — — — (177 ) (177 ) Balance – September 30, 2020 4,312,500 $ 431 $ 24,569 $ (177 ) $ 24,823 STATEMENTSSTATEMENT OF CASH FLOWS $ (332,315 ) (30,875 ) (134,105 ) (29,691 ) 17,428 (708,607 ) 142,459 $ (172,500,000 ) $ 169,050,000 4,750,000 (85,302 ) 350,000 (355,934 ) — $ 187,625 (UNAUDITED) Nine Months
Ended
September 30, For the Period from August 11,
2020 (Inception) through
September 30, 2021 2020 Cash Flows from Operating Activities: Net loss $ (1,247,370 ) $ (177 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities 209,000 — Interest earned on marketable securities held in Trust Account (49,479 ) — Unrealized gain on marketable securities held in Trust Account (545 ) Transaction costs incurred in connection with warrant liability 567 — Changes in operating assets and liabilities: Prepaid expenses (503,361 ) — Accrued expenses 358,986 — Net cash used in operating activities (1,232,202 ) (177 ) Cash Flows from Investing Activities: Investment in 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 169,050,000 — Proceeds from sale of Private Placement Units 4,750,000 — Proceeds from promissory note — 177 Proceeds from promissory note – related party 469,759 — Repayment of promissory note – related party (130,061 ) — Payment of offering costs (355,934 ) — Net cash provided by financing activities 173,783,764 177 Net Change in Cash 51,562 — Cash – Beginning of period — — Cash – End of period $ 51,562 $ — Non-cash investing and financing activities: Offering costs included in accrued offering costs $ — $ 17,500 Issuance of Representative Shares/Founder Shares $ — $ 25,000 Initial classification of common stock subject to possible redemption $ 172,500,000 — Accretion of common stock subject to possible redemption $ (3,916,059) $ — Initial classification of warrant liabilities (187,625 ) — SEPTEMBER(Unaudited)SeptemberJune 30, 2021, the Company had not commenced any operations. All activity for the period from August 11, 2020 (inception) through SeptemberJune 30, 2021 relates to the Company’s formation, and the proposed initial public offering (“InitialProposed Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, which the company has done and is described below.Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generateInitialProposed Public Offering.4.5.$3,916,059,$4,664,421, consisting of $3,450,000 of underwriting fees, $466,059 of deferred underwriting fees, and $466,059$748,362 of other offering costs.SEPTEMBER(Unaudited)InitialProposed Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward completingconsummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement for the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combinationpost-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.is required towill provide its stockholdersholders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company has determined to provide this opportunity throughwill seek stockholder approval of a stockholder meeting in connection with its currently planned proposed Business Combination described below.or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.In connectionIf a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with its currently proposedthe SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination,Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. TheIf the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote itstheir Founder Shares (as defined in Note 6) and its, Private Shares (as defined in Note 6)5) and any Public Shares purchased after the Proposed Public Offering (a) in favor of approving thea Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. any Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination by February 8, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. and such period is not otherwise extended by the Company’s stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aASTREA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2021(Unaudited)InitialProposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.SeptemberJune 30, 2021, the Company had $51,562$133,058 in its operating bank accounts, and an adjusted working capital deficit of $109,213,$429,156, which excludes franchise and income taxes payable of $120,300,$80,400, of which such amounts will be paid from interest earned on the Trust Account. As of SeptemberJune 30, 2021, approximately $50,024$29,700 of the amount on deposit in the Trust Account represents interest income, which is available to pay the Company’s tax obligations. As of SeptemberJune 30, 2021, the Sponsor advanced the Company an aggregate of $425,000$350,000 to cover expenses related to the Business Combination.Initial Public Offering. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion. On August 16, 2021, the Sponsor has committed to provide the Company with an aggregate of up to $400,000 in loans through August 16, 2022 if needed (see Note 6).TheseIn the prior quarter, these conditions raiseraised substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of the March 31, 2021 report. Substantial doubt has since been alleviated in the current quarter given the available cash balance twelve months from the date of this report. These consolidated financial statements do not include any adjustments relatingreport, and the Sponsor’s commitment to the recoveryprovide us with an aggregate of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.STATEMENTSSeptemberJune 30, 2021, management determined that the Company should restate its previous financial statements issued as at February 8th, 2021 and for the quartersquarter ended March 30, 2021 and June 30, 2021. The Company determined, at the closing of the Company’s Initial Public Offering, the Company improperly classified its common stock subject to possible redemption. The Company previously classified a portion of the common stock subject to redemption in stockholders’ equity when it should have been recorded as temporary equity. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to their redemption value. This resulted in a restatement of the initial carrying value of the common stock subject to possible redemption with the offset recorded to additionalSeptemberJune 30, 2021, the company had 17, 250,00017,250,000 Shares of redeemable common stock and 4,787,500 Shares of
Common Stock Subject to
Possible Redemption
Overallotment Liability $ 167,721,690 $ 4,778,310 $ — $ 172,500,000 $ 527 $ (48 ) $ — $ 479 $ 5,449,666 $ (4,778,262 ) $ (117,244) $ 554,160 $ (450,186 ) $ — $ 117,244 $ (332,942 ) $ 5,000,007 $ (4,778,310 ) $ — $ 221,697 16,772,169 477,831 — 17,250,000 16,801,305 (16,801,305 ) — — 5,236,195 (5,236,195 ) — — $ (0.06 ) $ 0.06 $ — $ — — 22,037,500 — 22,037,500 $ — (0.01 ) $ — $ (0.01 ) SEPTEMBER(Unaudited)There has been no change in the Company’s total assets, liabilities or operating results as a result of the error. $ (567 ) — $ (16,871 ) $ (17,428 ) $ — — $ 134,105 $ 134,105 $ (449,559 ) — $ 117,244 $ (332,315 ) 27,584,102 (27,584,102 ) — — $ — — $ — $ — 4,211,844 (4,211,844 ) — — $ (0.11 ) $ 0.11 $ — $ — — 17,939,227 — 17,939,227 $ — $ (0.03 ) $ 0.01 $ (0.02 ) $ 5,000,009 $ (4,778,310 ) $ — $ 221,697 $ (449,559 ) $ — $ 117,244 $ (332,315 ) $ — $ — $ (134,105 ) $ (134,105 ) $ 567 $ — $ 16,871 $ 17,428 $ 168,170,685 $ 4,329,315 $ — $ 172,500,000 $ (448,995 ) $ 448,995 $ $ — $ — (3,916,059 ) $ (7,346,291 ) $ (11,262,350 ) The impact of the restatement on the Company’s financial statements is reflected in the following table. As Previously
Reported Adjustment As Restated Condensed Balance Sheet as of February 8, 2021 Common stock subject to possible redemption $ 145,670,685 $ 4,329,315 $ 150,000,000 Common stock $ 517 $ (43 ) $ 474 Additional paid-in capital $ 5,000,681 $ (4,329,272 ) $ 671,409 Accumulated deficit $ (1,194 ) $ — $ (1,194 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (4,329,315 ) $ 670,689 Number of Shares subject to possible redemption 14,567,067 432,931 15,000,000 Condensed Balance Sheet as of March 31, 2021 (unaudited) Common stock subject to possible redemption $ 168,103,053 $ 4,447,337 $ 172,500,000 Common stock $ 524 $ (45 ) $ 479 Additional paid-in capital $ 5,158,306 $ 4,486,902 $ 671,404 Accumulated deficit $ (158,821 ) $ — $ (158,821 ) 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 Balance Sheet as of June 30, 2021 (unaudited) Common stock subject to possible redemption $ 167,721,690 $ 4,777,600 $ 172,500,000 Common stock $ 527 $ (48 ) $ 479 Additional paid-in capital $ 5,449,666 $ 4,778,262 ) $ 671,404 Accumulated deficit $ (450,186 ) $ — $ (450,186 ) 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 March 31, 2021 (unaudited) 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 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 income 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) 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 income 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 ) (0.03 ) 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 $ 168,694,066 (168,694,066 ) — Accretion for common stock subject to redemption amount $ — (3,916,059 ) (3,916,059 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (4,329,315 ) $ 670,689 Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months ended June 30, 2021 (Unaudited) Total shareholders’ equity (deficit) $ 5,000,009 $ (4,486,947 ) $ 513,062 Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) 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 ) $ (3,916,059 ) Condensed Statement of Cash Flows for the Six months ended June 30, 2021 (Unaudited) 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 ) $ (3,916,059 ) ASTREA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2021(Unaudited)ninesix months ended SeptemberJune 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordinglyAccordingly, the actual results could differ significantly from those estimates.SeptemberJune 30, 2021 and December 31, 2020.SeptemberJune 30, 2021, substantially all of the assets held in the Trust Account were in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account.isare classified as a liability instrument and isare measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30,March31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet.ASTREA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2021(Unaudited) paid in SeptemberJune 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table:Gross proceeds $ 172,500,000 Less: Common stock issuance costs $ (3,916,059 ) Plus: Accretion of carrying value to redemption value $ 3,916,059 Common stock subject to possible redemption $ 172,500,000 $ 172,500,000 6,780,799 3,733,189 748,362 11,262,350 $ 172,500,000 LiabilitiesSeptemberJune 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The effective tax rate differs from the statutory tax rate of 21% for the three and ninesix months ended SeptemberJune 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses, the change in fair value of the warrant liability and the transaction costs incurred in connection with the warrant liability.share of common stockshare is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period.periods. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value.stockshare does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,862,5008,885,000 shares of common stock in the aggregate. As of SeptemberJune 30, 2021, and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stockshare is the same as basic net income (loss) per common stockshare for the periods presented.ASTREA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2021(Unaudited) $ (291,365 ) $ (332,315 ) 22,037,500 17,939,227 $ (0.01 ) $ (0.02 ) Three Months
Ended
September 30,
2021 Nine Months
Ended
September 30,
2021 For the Period
From
August 11, 2020
(Inception)
Through
September 30,
2020 Basic and diluted net income ( loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ (797,811 ) $ (1,247,370 ) $ (177 ) Denominator: Basic and diluted weighted average shares outstanding 22,037,500 19,320,330 3,750,000 Basic and diluted net income (loss) per common stock $ (0.04 ) $ (0.06 ) $ (0.00 ) this account and management believes the Company is not exposed to significant risks on such account.nature, except for warrant liabilities (see Note 10.)In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU2020-06 would have on its financial position, results of operations or cash flows.
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)SEPTEMBER(Unaudited)InitialProposed Public Offering, the Company sold 17,250,000 Units, inclusive of 2,250,000 Units sold to the underwriters on February 18, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of common stock andwasis exercised in full or in part by the underwriters. On February 18, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 45,000 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating gross proceeds of $450,000. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 9). The proceeds from the Private Units were added to the proceeds from the InitialProposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units will be worthless.includedinclude an aggregate of up to 562,500 shares that were subject to forfeiture by the Sponsor.Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on February 18, 2021, no Founder Shares are currently subject to forfeiture.ninesix months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within anyninesix months ended SeptemberJune 30, 2021, the Company incurred $30,000 and $80,000$50,000 in fees for these services, respectively. For the period from August 11, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services. A total of $80,000 and $0which such amount is included in accrued expenses in the accompanying balance sheets at September 30, 2021 and December 31, 2020, respectively.SEPTEMBER(Unaudited)$130,061$130,238 was repaid on February 22, 2021.Unit.On March 17, 2021 and August 25, 2021Units. In the Company entered into convertible promissory notes with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Notes are non-interest bearing and payable on the earlier of the date on which the Company consummatesevent that a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination,close, the Company may use a portion of any fundsproceeds held outside the Trust Account to repay the Promissory Notes; however,Working Capital Loans but no proceeds fromheld in the Trust Account maywould be used to repay the Working Capital Loans. On March 17, 2021, the Company issued a promissory note for such repayment. Up to $1,500,000 of$350,000 in accordance with the Convertible Promissory Note may be converted into units at a price of $10.00 per unit at the option of the Sponsor. The units would be identical to the Private Units.Working Capital Loans. As of SeptemberJune 30, 2021, thethere is $350,000 outstanding principal balance under the Convertible Promissory Note amountedWorking Capital Loans.$425,000. Subsequent to September 30, 2021,$400,000 in loans through August 16, 2022. The loans, if issued, will beborroweddoes not consummate an additional $200,000,initial business combination, all amounts loaned to the principal balanceCompany will be forgiven except to the extent that we have funds available outside of the Promissory Note amountedTrust Account to an aggregate of $625,000 (see Note 11).SEPTEMBER(Unaudited)Agreement and Plan of MergerOn August 9, 2021, the Company entered into an Agreement and Plan of Merger, by and among Astrea, Peregrine Merger Sub, LLC (“HotelPlanner.com Merger Sub”), Lexyl Travel Technologies, LLC (“HotelPlanner.com”), Double Peregrine Merger Sub, LLC (“Reservations.com Merger Sub”), and Benjamin & Brothers, LLC (“Reservations.com”).Following completion of the Transactions, the combined company will be organized in an umbrella partnership C corporation (“Up-C”) structure, in which (1) HotelPlanner.com will own substantially all of the assets and business of HotelPlanner.com and Reservations.com and (2) the Company, to be renamed HotelPlanner Inc., will be the holding company for the combined enterprise’s business, holding a minority of the HotelPlanner.com common units, and its assets, which currently consist of cash both within and outside of the Trust Account, will be distributed to HotelPlanner.com after payment of transactional expenses and funds to the Company’s public stockholders exercising their redemption rights described herein. Following the closing, interests in HotelPlanner.com will be the Company’s sole asset and the Company will be the sole manager of HotelPlanner.com.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 the Company’s public stockholders seek to redeem their public shares for a pro rata portion of the funds in Trust Account and assuming the members of HotelPlanner.com and Reservations.com elect to receive an aggregate of $35 million of cash consideration, the current members of HotelPlanner.com will own approximately 48.7% of the equity of the combined company, the current members of Reservations.com will own approximately 18.9% of the equity of the combined company, the Company’s public stockholders will own approximately 25.1% of the equity of the combined company, the Sponsor will own approximately 7.0% of the equity of the combined company, and Perella Weinberg Partners, a financial advisor to HotelPlanner.com, will own approximately 0.4% 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.(DEFICIT) EQUITYSeptemberJune 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.SeptemberJune 30, 2021, and December 31, 2020, there are 4,787,500 and 4,312,500 shares of common stock issued and outstanding, excluding 17,250,000 and no shares of common stock subject to possible redemption which are presented as temporary equity, respectively.ASTREA ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2021(Unaudited)Warrants ●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.InitialProposed Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and beSEPTEMBER(Unaudited)Level 1: 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: 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: Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. SeptemberJune 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:Description Level September 30,
2021 Assets: Marketable securities held in Trust Account 1 $ 172,550,024 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 396,625 1 $ 172,529,691 3 $ 156,750 SEPTEMBER(Unaudited) 0.54 % 6/23/2026 0.00 % 15.1 % $ 11.50 $ 9.61 SeptemberMarch 31, 2021: 0.97 % 6/23/2026 0.00 % 11.7 % $ 11.50 $ 9.64 0.86 % 6/23/2026 0.00 % 13.4 % $ 11.50 $ 9.66 Input Risk-free interest rate 0.92 % Effective expiration date 6/30/2026 Dividend yield 0.00 % Expected volatility 13.7 % Exercise price $ 11.50 Unit Price $ 9.96 SEPTEMBER(Unaudited) 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 209,000 Fair value as of September 30, 2021 $ 396,625 $ 0— 169,850 17,775 (30,875 ) $ 156,750 ninesix months ended SeptemberJune 30, 2021.$ — 748,362 (134,105 ) (614,257 ) $ — outlinedas described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.Related Party Promissory NoteOctober 5, 2021,February 13, 2022, by mutual agreement, Astrea, Merger Sub, LLC, Hotel Planner.com, Double Peregrine Merger Sub, LLC, and Benjamin & Brothers, LLC, entered into a letter agreement to terminate the Merger Agreement entered into on August 9, 2021.issuedand theadditional unsecured promissory noteamended and restated registration rights agreement (“A&R Registration Rights Agreement”) pursuant to which the Sponsor and(the “Promissory Note”)Agreement, the Sponsor has agreed to vote or cause to be voted all shares of Astrea’s common stock beneficially held by it (i) in favor of approval of the adoption of the Merger Agreement, the approval of the Transactions, and each other proposal presented by Astrea for $200,000approval by Astrea’s stockholders, and (ii) against (x) any proposal or offer from any other person (other than HotelPlanner.com, Reservations.com, and their affiliates) with respect to certain competing transactions, (y) any change in Astrea’s business or in the composition of Astrea’s board of directors (other than in connection with the Transactions) and (z) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Astrea’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Astrea (including any amendments to Astrea’s certificate of incorporation or bylaws other than in connection with the Transactions). Pursuant to the Sponsor Agreement, the Sponsor has also agreed to comply with certain covenants relating to exclusivity, confidentiality, and publicity contained in the Merger Agreement and not to transfer (except for certain permitted transfers) any of the equity securities of Astrea held by Sponsor until the earlier of the Closing or the termination of the Merger Agreement in accordance with the Working Capital Loans as described in Note 6.“Quarterly“Amended Quarterly Report”) to “we,” “us” or the “Company” refer to Astrea Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Astrea Acquisition Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this amended Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.This Management’s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement of our financial statements as of March 31, 2021 and June 30, 2021. Management identified errors made in its historical financial statements where, at the closing of our Initial Public Offering, we improperly classified our common stock subject to possible redemption. The Company determined, at the closing of the Company’s Initial Public Offering, the Company improperly classified its common stock subject to possible redemption. The Company previously classified a portion of the common stock subject to redemption in stockholder equity when it should have been recorded as temporary equity. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock.OverviewSeptemberJune 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generateSeptemberJune 30, 2021, we had a net loss of $797,811,$291,365, which consists of aformation and operational costs of $289,297 and change in fair value of warrant liability of $239,875, interest earned from the bank of $2,$21,375, offset by interest earned on marketable securities held in the Trust Account of $19,788,$19,301 and unrealized gain on marketable securities held in Trust Accountinterest income from the bank of $545, offset by formation and operational costs$6.For the period from August 11, 2020 (inception) through September 30, 2020, we had a net loss of $177, which consists of formation and operational costs.2021,2020, in connection with the underwriters’ exercise of their over-allotment option in full, we consummated the sale of an additional 2,250,000 Units at a price of $10.00 per Unit, generating total gross proceeds of $22,500,000. In addition, we also consummated the sale of an additional 45,000 Private Units at $10.00 per Private Unit, generating total gross proceeds of $450,000.$3,916,059$4,664,421 in Initial Public Offering related costs, includingconsisting of $3,450,000 of underwriting fees, and $466,059 of deferred underwriting fees, and $748,362 of other offering costs.ninesix months ended SeptemberJune 30, 2021, cash used in operating activities was $1,232,202.$1,075,706. Net loss of $1,247,370$332,315 was affected by interest earned on marketable securities held in the Trust Account of $49,479, unrealized gain on marketable securities held in the Trust Account of $545,$29,691, change in fair value of warrant liability of $209,000$30,875, change in fair value of overallotment liability of $134,105 and transaction costs associated with the Initial Public Offering of $567.$17,428. Changes in operating assets and liabilities used $144,375$566,148 of cash for operating activities.For the period from August 11, 2020 (inception) through September 30, 2020, cash used in operating activities was $177 which consists of the net loss.SeptemberJune 30, 2021, we had marketable securities held in the Trust Account of $172,550,024$172,529,691 (including $50,024$29,691 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through SeptemberJune 30, 2021, we have not withdrawn any interest earned from the Trust Account.SeptemberJune 30, 2021, we had cash of $51,562.$133,058. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.September 30,March 31, 2021, we determined that there was substantial doubt about our ability to continue as a going concern through one year from the date of the September 30,March 31, 2021 report. The CompanySubstantial doubt has since been alleviated as described in Note 1, and therefore we do not believe we will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. The Company’s initial stockholders, officers or directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion,order to meet the Company’s working capital needs. Accordingly,expenditures required for operating our business. However, if our estimate of the Companycosts of identifying a target business, undertakingnot be ablehave insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing. If the Company is unablefinancing either to raisecomplete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuitsecurities or incur debt in connection with such Business Combination.Convertible InstrumentsThe Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.LiabilitiesSeptemberJune 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’sour consolidated balance sheet.Income (Loss)Loss Per Common Share (Restated) is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Net income (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period.periods. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value.In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU2020-06would have on its financial position, results of operations or cash flows.The Company’s managementManagement does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unauditedour condensed financial statements.September 30,March 31, 2021, as such term is defined in Rulesin internal controls described below, our principal executive officer and principaldue to the accounting for complex financial and accounting officer have concluded that during the period covered by this report,instruments, our disclosure controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. Due to the significance of the risk of material missatatement that the accounting for complex financial instruments has on our financial statements, we determined this to be a material weakness.effective. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this amended Quarterly Report on Form 10 Q present fairly in all material respects to our financial positions, results of operations and cash flows for the periods presented.As of the date ofFactors that could cause our actual results to differ materially from those in this Quarterly Report, there have been no material changes with respect to thosereport include the risk factors previously discloseddescribed in our Final Prospectus, dated February 3, 2021final prospectus for its Initial Public Offering filed with the SEC and Amended Quarterly Report on FormAnyAs of these factors could result in a significant orthe date of this Report, except as set forth below, there have been no material adverse effect on our results of operations or financial condition. Additionalchanges to the risk factors not presently known to us or that we currently deem immaterial may also impairdisclosed in our business or results of operations.final prospectus for its Initial Public Offering filed with the SEC.SeptemberJune 30, 2021, management identified errors made in our historical financial statements where we improperly classified some of our common stock subject to possible redemption. We previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001 pursuant to our amended and restated certificate of incorporation. Management determined that the common stock issued during our initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered outside our control. Therefore, management concluded that temporary equity should include all shares of common stock subject to possible redemption. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional Managementforegoing constitutedexistence of material weaknesses in such controls, and we have also concluded that our disclosure controls and procedures were not effective as of June 30, 2021 due to material weaknesses in our internal control over financial reporting related to the Company’s accounting for complex financial instruments and fair value instruments including fair value measurement. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material weakness asmisstatement of September 30, 2021.our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. (No. Item 5. Other InformationOn August 16, 2021, the Sponsor committed to provide the Company with an aggregate of up to $400,000 in loans through August 16, 2022 if needed. Any loan made pursuant to this commitment will be non-interest bearing, unsecured and will be repaid upon the consummation of an initial business combination or converted into units at the option of the holder. If the Company does not consummate an initial business combination, all amounts loaned to the Company will be forgiven except to the extent that it has funds available outside of the Trust Account to repay such loans. As of September 30, 2021, no amounts were drawn under this commitment. As indicated above, upon consummation of a business combination, the holder will have the option, but not the obligation, to convert the principal balance of the note, in whole or in part, into units (the “Units”) of the Company, each Unit comprised of one share of the Company’s common stock and one-half of one warrant to purchase a share of the Company’s common stock at an exercise price of $11.50 per share, at a price of $10.00 per Unit. The Units issued as a result of conversion of the Note will be identical to the units issued by the Company in its initial public offering except that the warrants underlying the Units (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis so long as they are held by the initial holder or its permitted transferees.* +Incorporated by reference from the Company’s Current Report on Form 8-K dated August 9, 2021 and filed with the SEC on August 11, 2021.*Filed herewith.SIGNATURES Date: August 15, 2022 Date: November 23, 2021By:By: Name: Name: Felipe Gonzalez Title:Title: Chief Executive Officer and Director (Principal Executive Officer) Date: August 15, 2022 Date: November 23, 2021By:By: Name:Name: Jose Luis Cordova Title:Title: Chief Financial Officer and Director (Principal Financial and Accounting Officer) 260001824211 us-gaap:CommonStockMember 2021-04-01 2021-06-30 iso4217:USD xbrli:shares30