Item 1.01. Entry into a Material Definitive Agreement.
Effective October 14, 2022, Astrea Acquisition Corp. (the "SPAC"), Astrea
Acquisition Sponsor LLC (the "Sponsor") and Sports Masters Management LLC
("SMM") entered into a Strategic Partnership Agreement (the "Agreement"). The
Agreement provides that, upon the terms and subject to the conditions set forth
in the Agreement, the Sponsor agreed to transfer to SMM 4,227,500 shares of the
common stock, par value $0.0001 per share of the SPAC (the "Founders Shares)
owned by the Sponsor. In exchange, SMM agreed to make certain loans to the SPAC
for working capital purposes and to assume responsibility for the day-to-day
operations of the SPAC. Sponsor and SMM agree that they will cooperate with
respect to the operations of the SPAC after Closing including the identification
of a business combination target, negotiating and documenting the terms of a
business combination and all Securities and Exchange Commission and other
regulatory filings. The Sponsor also agreed that the Services Agreement between
the Sponsor and the SPAC would be terminated effective upon the transfer. The
parties have further agreed that SPAC working capital needs during the period
from Closing to the consummation of the business combination shall be financed
by SMM and will be evidenced by promissory notes to be entered into between the
SPAC and SMM which will be payable upon consummation of the business
combination.
Effective October 14, 2022, the board of directors of the SPAC was increased by
one member and Catullus Helmer became a member of the board. Additionally,
effective October 14, 2022, Felipe Gonzalez and Jose Luis Cordova resigned
officers of the SPAC and Catullus Helmer and Nicolas Jacobson were appointed to
replace them.
A copy of the Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective October 19, 2022, each of Mohsen Moazami, Hector F. Sepulveda Reyes
Retana and Juan Santodomingo Diaz resigned from the SPAC's Board of Directors.
Such individuals resignations were not the result of any disagreement with the
SPAC on any matter relating to the SPAC's operations, policies, or practices.
The SPAC intends on replacing these individuals with independent directors who
have not yet been selected.
Effective October 14, 2022 and pursuant to the terms of the Agreement, Felipe
Gonzalez and Jose Luis Cordova resigned as Chief Executive Officer and Chief
Financial Officer, respectively, of the SPAC and Catullus Helmer and Nicolas
Jacobson were appointed as their replacements. Mr. Helmer, age 44, is an
accomplished finance professional with senior experience at the intersection of
finance and policy. He is the Co-Founder of Enovid, a strategic advisory firm.
Previously, he served as Senior Advisor to the Prime Minister of Kazakhstan. In
this capacity he served as in-house strategic counsel to the Prime Minister. Mr.
Helmer served as Executive Director of the Kazakhstan Hong Kong Development
Fund, a private equity fund established by the Sovereign Wealth Fund of the
Republic of Kazakhstan and leading Hong Kong investors. Mr. Helmer started his
career as an investment banker focused on Mergers and Acquisitions, based in
London and Hong Kong. Mr. Jacobson, age 33, Nicolas is a finance football
specialist with a background in due diligence for mergers and acquisitions of
private and listed businesses, as well as capital market transactions. He has
advised on over 20 football projects with domestic and overseas buyers across a
number of leagues, including recent projects with, Leeds United, Burnley,
Reading and Blackpool, as well as projects for other sub-sectors including
governing bodies, golf, basketball and sports retail/branding. He is a member of
the Sports Invest UK team and has acted as the primary financial and commercial
consultant for a Belgium Professional Football Club. Mr. Jacobson started his
career at BDO based in London qualifying as a chartered accountant and sat on
BDO's national strategy and advisory board for sports.
Effective October 14, 2022, Catullus Helmer was also appointed to the Board of
Directors of the SPAC. Mr. Helmer was appointed to Class 2 of the Board. It has
not yet been determined what, if any, committees Mr. Helmer will serve on.
Item 8.01 Other Events
On October 20, 2022, the SPAC received notification from Nasdaq that since its
late Form 10-Q had been filed with the Securities and Exchange Commission, it
was back in compliance with the Nasdaq Listing Rules.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
1.1 Strategic Partnership Agreement
104 Cover page interactive data file (inbeddded within the Inline XBRL document)
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