United States securities and exchange commission logo
October 14, 2021
Jose Luis Cordova
Chief Executive Officer
Astrea Acquisition Corp.
55 Ocean Lane Drive, Apt. 3021
Key Biscayne, FL 33149
Re: Astrea Acquisition
Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed September 16,
2021
File No. 001-39996
Dear Mr. Cordova:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed September 16, 2021
Interests of Astrea s Sponsor, Officers, and Directors in the Business
Combination, page 32
1. Please revise your
disclosure in this section to address the pre-existing relationship
between Messrs. Green
and Moazami. We also note your charter waived the corporate
opportunities doctrine.
Please address this potential conflict of interest and whether it
impacted your search
for an acquisition target.
2. Please clarify if the
sponsor and its affiliates can earn a positive rate of return on their
investment, even if
other Astrea shareholders experience a negative rate of return in the
post-business
combination company.
Jose Luis Cordova
FirstName LastNameJose
Astrea Acquisition Corp. Luis Cordova
Comapany
October 14,NameAstrea
2021 Acquisition Corp.
October
Page 2 14, 2021 Page 2
FirstName LastName
Risk Factors, page 46
3. Please add a risk factor to highlight the up-C structure that
you will retain following the
Closing of the Transactions, the equity interests held by the relevant
parties and the
attendant risks.
4. We note that your amended and restated certificate of incorporation
for the post-initial
business combination entity will include an exclusive forum provision
and you disclose on
page 85 that "with respect to the Exchange Act, only claims brought
derivatively under
the Exchange Act would be subject to the forum selection clause
described above." As
provided in your proposed amended and restated certificate of
incorporation, please
revise the disclosure on page 85 to clarify that your exclusive forum
provision will not
apply to suits brought to enforce any duty or liability created by the
Exchange Act or any
other claim for which the federal courts have exclusive jurisdiction.
Risk Factors
Even if the Business Combination is completed, there is no guarantee that the
Astrea Warrants
will ever be in the money, and they may expire, page 48
5. Revise to expand your disclosure to highlight the material risks to
public warrant holders,
including those arising from differences between private and public
warrants. Clarify
whether recent common stock trading prices exceed the threshold that
would allow the
company to redeem public warrants. At an appropriate section, clearly
explain the steps, if
any, the company will take to notify all shareholders, including
beneficial owners,
regarding when the warrants become eligible for redemption. We note
the disclosures at
pages 260-261 and that there are currently outstanding an aggregate of
8,862,500 Astrea
Warrants, which are comprised of 237,500 Private Warrants held by the
Sponsor and
8,625,000 public warrants.
Background of the Business Combination, page 111
6. We note your disclosure that, following the effectiveness of your
registration statement on
February 3, 2021, Astrea's officers and directors identified and
evaluated over 58 potential
business targets from a wide range of industry segments; signed 23
non-disclosure
agreements to perform preliminary due diligence; and eventually
reached the stage of
submitting non-binding letters of intent and term sheets with five
targets. Please expand
your disclosure in this section to discuss the process utilized to
evaluate the 58 potential
targets, and to clearly explain why, how, and when Astrea deemed the
business
combination with HotelPlanner.com and Reservations.com to be superior
to available
alternatives. We note, for instance, that your engagement with
HotelPlanner.com and
Reservations.com began on February 22, 2021, and, by mid-April 2021 -
four months
prior to the signing of the Merger Agreement - you had already
determined to
terminate discussions with Target No. 4.
Jose Luis Cordova
FirstName LastNameJose
Astrea Acquisition Corp. Luis Cordova
Comapany
October 14,NameAstrea
2021 Acquisition Corp.
October
Page 3 14, 2021 Page 3
FirstName LastName
7. Given the nature of the Target Companies' businesses, please revise
your disclosure at
page 114 to provide details regarding the technological due diligence
provided by external
service providers. Please enhance your disclosures at pages 114 and
115 to clearly identify
the names of the parties involved in the negotiations which consisted
of meetings and
teleconferences from March of 2021 through the execution of the Merger
Agreement. As
examples, we note your general references to "Astrea," the "board of
directors" and
"Astrea team."
Summary of Astrea's Financial Analysis, page 115
8. Please revise to disclose the discrete criteria used to select the
eight companies against
which you compared the historical and projected financial information
of the Target
Companies. If there were companies considered, but not included in
your selection, please
disclose. We note that the selected companies range in size and your
belief that the
selected companies were appropriate to review because they pertain to
the same industry
and are affected by macroeconomic factors in a similar fashion as the
Target Companies.
Astrea Board's Reasons for the Approval of the Business Combination, page 117
9. Please revise to disclose whether and how the board took into account
the consideration to
be paid for the Target Companies in determining to approve the
Business Combination.
Projected Revenue and Adjusted EBITDA, page 120
10. Expand your disclosure to discuss any material assumptions underlying
the revenue and
Adjusted EBITDA projections including asset, revenue and earnings
growth rates, the
assumed material increase in search engine marketing and other
expenditures.
Jose Luis Cordova
FirstName LastNameJose
Astrea Acquisition Corp. Luis Cordova
Comapany
October 14,NameAstrea
2021 Acquisition Corp.
October
Page 4 14, 2021 Page 4
FirstName LastName
Certain Projected Financial Information, page 120
11. We note your summary risk factor on page 44 which describes the impact
of the
continuing COVID-19 pandemic on the economy in general and on the
travel industry in
particular, which in turn may materially and adversely impact the
Company s business
and financial performance, including your revenue, liquidity, credit
ratings and access to
capital. Please further expand your disclosure here to disclose how
you considered the
impact of the continuing COVID-19 pandemic in the preparation of the
projections.
12. Please provide us with the legal basis for your disclaimer on page 119
of any obligation
to, update, revise or correct the Projections to reflect circumstances
existing or arising
after the date such Projections were generated or to reflect the
occurrence of future
events, even in the event that any or all of the assumptions
underlying the Projections
are shown to be in error. For guidance, generally refer to Item
10(b)(3)(iii) of Regulation
S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Description of the Business Combinations, page 157
13. We note that the Business Combination will be accounted for using the
acquisition
method of accounting with Astrea as the accounting acquirer, as it
will be the sole
manager of HotelPlanner.com, a limited liability entity, through the
HotelPlanner.com
A&R Operating Agreement. Provide us a detailed analysis of your
accounting acquirer
determination. Tell us how you considered that the management and
board of directors of
HotelPlanner Inc. will consist primarily of the management of
HotelPlanner.com and that
the current members of HotelPlanner.com will own approximately 48.7%
of the equity
of HotelPlanner Inc..
Note 4. Transaction Accounting Adjustments, page 161
14. Expand your disclosure for adjustment (h) regarding equity adjustments
for the non-
controlling interest to further describe the nature of the
arrangements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Astrea
Liquidity and Capital Resources, page 182
15. Expand your disclosure to address that, upon consummation of the
Business
Combination, your sole material asset will be your interest in
HotelPlanner.com and its
subsidiaries. As such, you will depend on distributions from
HotelPlanner.com to meet
your financial obligations, including taxes and other expenses. Please
also disclose any
restrictions or other factors that could limit HotelPlanner.com's
ability to pay dividends or
make other distributions to you. Refer to Item 303(a)(1) of Regulation
S-K.
Jose Luis Cordova
Astrea Acquisition Corp.
October 14, 2021
Page 5
16. We note that at the closing of the Business Combination, you will
enter into a Tax
Receivable Agreement with existing shareholders who will continue to
hold Class B
shares. Expand your disclosure to include a discussion of the range of
aggregated
payments to be made under this arrangement, the timing of the
payments, and how they
will be funded.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
HotelPlanner.com
Non-GAAP Financial Measures, page 209
FirstName LastNameJose Luis Cordova
17. We note your adjustments to arrive at Adjusted EBITDA for fiscal year
2020 related to
Comapany
PPP NameAstrea Acquisition
loan forgiveness income Corp.
and for fiscal year 2019 related to
Marketing programs. Tell
Octoberus14,
why youPage
2021 believe
5 these adjustments are appropriate.
FirstName LastName
Jose Luis Cordova
FirstName LastNameJose
Astrea Acquisition Corp. Luis Cordova
Comapany
October 14,NameAstrea
2021 Acquisition Corp.
October
Page 6 14, 2021 Page 6
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Reservations.com
Key Performance Metrics, page 226
18. You have identified several measures as key performance metrics.
Expand your
disclosure to provide additional information regarding these metrics,
including the reasons
why they provide useful information to investors and how management
uses them in
managing or monitoring the performance of the business. Refer to SEC
Release No. 33-
10751. The comment also applies to the discussion of Key Performance
Metrics for HotelPlanner.com.
19. We note that you present Gross profit margin as a key performance
metric. Revise the
title of the measure, so that it does not reflect the Gross profit
margin metric that is widely
used and calculated differently.
Beneficial Ownership of Securities, page 255
20. Please disclose the sponsor and its affiliates total potential
ownership interest in the post-
initial business combination company, assuming exercise and conversion
of all securities.
Lexyl Travel Technologies, LLC d/b/a HotelPlanner.com and MEETINGS.com Combined
Consolidated Financial Statements
Notes to Combined Consolidated Financial Statements
Note 3. Revenue, page F-49
21. You state that approximately 66% and 82% of the Company s Individual
Hotel Bookings
for the years ended December 31, 2020 and 2019, respectively, relates
to online hotel
bookings. Tell us how you considered providing more detailed
disaggregated revenue
disclosure based on the components of your revenue sources identified
in your submission
(e.g., preferred memberships, software as a service, advertising,
etc). Refer to FASB ASC
606-10-50-5.
General
22. Please revise your disclosures showing the potential impact of
redemptions on the per
share value of the shares owned by non-redeeming shareholders to
include interim
redemption levels. In addition, revise to disclose all possible
sources and extent of dilution
that shareholders who elect not to redeem their shares may experience
in connection with
the business combination. Provide disclosure of the impact of each
significant source of
dilution, including the amount of equity held by founders, convertible
securities, including
warrants retained by redeeming shareholders, at each of the redemption
levels detailed in
your analysis, including any needed assumptions.
Jose Luis Cordova
FirstName LastNameJose
Astrea Acquisition Corp. Luis Cordova
Comapany
October 14,NameAstrea
2021 Acquisition Corp.
October
Page 7 14, 2021 Page 7
FirstName LastName
23. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution. We note your disclosure on page 161.
24. Please revise your organizational diagram at page 157 to include
interim and maximum
redemption scenarios. Also consider including a diagram which depicts
the organizational
structure prior to the business combination to identify the forms and
percentages of
ownership of the various parties to the Merger Agreement.
25. Reference is made both at page 19 and at page 96 to a section titled,
The Business
Combination Proposal Certain Engagements in Connection with the
Business
Combination ; however, we could not locate such section. Please
revise or advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Kimberly
Calder,
Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Jeffrey M. Gallant, Esq.