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