UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 30 29, 2022

ASTREA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39996	85-2609730
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

55 Ocean Lane Drive, Apt. 3021~~, Key Biscayne, Florida 33149~~

Key Biscayne, Florida 33149

(Address of Principal Executive Offices) (Zip Code)

(347) 607-8025

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant	ASAXU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	ASAX	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	ASAXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 2.~~01.~~03 ~~Notice~~Creation of ~~Delisting~~a orDirect ~~Failure~~Financial toObligation ~~Satisfy~~or aan ~~Continued~~Obligation ~~Listing~~under ~~Rule~~an orOff-Balance ~~Standard;~~Sheet ~~Transfer~~Arrangement of ~~Listing.~~a Registrant

On August 3029, 2022, each of (i) Felipe Gonzalez, the Chief Executive Officer of Astrea Acquisition Corp. (the “Company”), ~~received~~(ii) aJose ~~written~~Luis ~~notice~~Cordova, (the ~~“Notice”)~~Company’s ~~from~~Chief ~~the~~Financial ~~Listing~~Officer, ~~Qualifications~~and ~~Department~~(iii) a member of Astrea Acquisition Sponsor LLC, the ~~Nasdaq~~Company’s ~~Stock~~sponsor, ~~Market~~loaned to the Company $20,000 (~~“NASDAQ”~~or an aggregate of $60,000) ~~indicating~~for ~~that~~working ~~the~~capital ~~Company~~purposes. ~~was~~The ~~not~~loans inare ~~compliance~~evidenced ~~with~~by ~~Listing~~promissory ~~Rule~~notes ~~5250~~(cthe “Notes”)~~(1)~~ ~~because~~which are non-interest bearing and payable upon the consummation by the Company ~~had~~of ~~failed~~a tomerger, ~~file~~share ~~its~~exchange, ~~Quarterly~~asset ~~Report~~acquisition, onor ~~Form~~other ~~10-Q~~similar ~~for~~business ~~the~~combination ~~quarter~~with ~~ended~~one ~~June 30,~~or ~~2022~~more businesses or entities (~~the~~a “~~Delinquent~~Business ~~Report~~Combination”).

~~The~~If ~~Notice~~the ~~stated~~Company ~~that~~does nonot ~~later~~consummate ~~than~~a ~~October 24,~~Business ~~2022~~Combination, the ~~Company~~Notes iswill ~~required~~not tobe ~~submit~~repaid aand ~~plan~~all toamounts ~~regain~~owed ~~compliance~~under ~~with respect to~~ the ~~filing~~Notes ofwill ~~the~~be ~~Delinquent~~forgiven ~~Report.~~except Ifto ~~NASDAQ~~the ~~accepts~~extent that the Company’s ~~plan, it~~ has ~~the~~funds ~~discretion~~available to ~~grant~~it ~~the~~outside ~~Company an extension~~ of upits totrust ~~180~~account ~~calendar~~established ~~days~~in ~~from~~connection with the ~~due~~initial ~~date~~public ofoffering (the ~~Delinquent~~“Trust ~~Report (or until February 20, 2023~~Account”) ~~to regain compliance~~.

The ~~Company~~foregoing issummary ~~continuing~~of ~~to work diligently to complete~~ the ~~Delinquent~~Notes ~~Report. If the Company~~ is ~~unable~~qualified toin ~~file~~its ~~the~~entirety ~~Delinquent Report~~ by ~~October 24,~~reference ~~2022, it intends~~ to ~~file a plan to regain compliance with NASDAQ. This notification has no immediate effect on~~ the ~~listing~~text of the ~~Company’s~~form ~~shares~~of ~~on NASDAQ. There can be no assurance~~Note, ~~however,~~which ~~that~~is ~~the~~filed ~~Company~~as ~~will~~an beexhibit ~~able~~hereto toand ~~regain~~incorporated ~~compliance~~by ~~with~~reference ~~the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria~~herein.

~~The~~Item 9.01 ~~Company~~Financial ~~issued~~Statements aand ~~press~~Exhibits ~~release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.~~

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.:

(d) Exhibits


Exhibit		Description

10.1		Form of Promissory Note dated August 29, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit		Description
99.1		Press release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 12, 2022


ASTREA ACQUISITION CORP.

By:		/s/ Felipe Gonzalez
Name:		Felipe Gonzalez
Title:		Chief Executive Officer

Dated: September 2, 2022

ASTREA ACQUISITION CORP.

/s/ Jose Luis Cordova

Jose Luis Cordova

Chief Financial Officer

Filing Compare · Astrea Acquisition Corp.