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OfTable 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. Contents

*Table Filedof herewith.Contents

25Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~March~~June 3130, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

~~Commission file number:~~ 001-39996

ASTREA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-2609730
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)

55 Ocean Lane Drive, Apt. 3021

Key Biscayne, Florida 33149

(Address of principal executive offices)

(347)607-8025

(Issuer’s telephone number)

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

Title of each class	TradingSymbol(s)	Name of each exchangeon 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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of ~~August 19~~October 14, 2022, 22,037,500 shares of common stock, par value $0.0001 per share, were issued and outstanding.

ASTREA ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)		2
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		3
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)		4
Notes to Condensed consolidated financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		21
Item 4. Controls and Procedures		21
Part II. Other Information
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 5. Other Information		23
Item 6. Exhibits		24
Part III. Signatures		25

~~PART~~The ~~I—FINANCIAL~~effective ~~INFORMATION~~expiration date equals the probability-weighted average between a 2.0 year life of the warrants in the event there is no de-SPAC transaction and the contractual life if a transaction is closed. 0001824211 2022-06-30 0001824211 2021-12-31 0001824211 2022-04-01 2022-06-30 0001824211 2021-04-01 2021-06-30 0001824211 2022-01-01 2022-06-30 0001824211 2021-01-01 2021-06-30 0001824211 2021-01-01 2021-12-31 0001824211 2021-01-01 2021-03-31 0001824211 2021-02-18 0001824211 2021-02-01 2021-02-03 0001824211 2021-02-01 2021-02-18 0001824211 2020-08-19 0001824211 2021-02-22 0001824211 2021-08-01 2021-08-25 0001824211 2021-03-01 2021-03-17 0001824211 2021-10-01 2021-10-10 0001824211 2021-12-01 2021-12-12 0001824211 2022-01-01 2022-03-31 0001824211 2022-10-14 0001824211 2020-12-31 0001824211 2021-06-30 0001824211 2022-03-31 0001824211 2021-03-31 0001824211 us-gaap:FairValueInputsLevel1Member 2022-06-30 0001824211 us-gaap:PrivatePlacementMember 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2022-01-01 2022-06-30 0001824211 us-gaap:PrivatePlacementMember asax:SponsorMember 2022-01-01 2022-06-30 0001824211 us-gaap:PrivatePlacementMember 2022-01-01 2022-06-30 0001824211 asax:SponsorMember 2022-01-01 2022-06-30 0001824211 asax:BusinessCombinationMember 2022-01-01 2022-06-30 0001824211 asax:SponsorMember 2022-01-01 2022-06-30 0001824211 us-gaap:CashAndCashEquivalentsMember 2022-01-01 2022-06-30 0001824211 us-gaap:CapitalUnitsMember 2022-01-01 2022-06-30 0001824211 us-gaap:WarrantMember 2022-01-01 2022-06-30 0001824211 us-gaap:CommonStockMember 2021-01-01 2021-06-30 0001824211 us-gaap:IPOMember 2021-02-01 2021-02-08 0001824211 us-gaap:IPOMember 2021-02-08 0001824211 us-gaap:PrivatePlacementMember 2021-02-08 0001824211 us-gaap:OverAllotmentOptionMember 2021-02-01 2021-02-18 0001824211 us-gaap:PrivatePlacementMember 2021-02-01 2021-02-18 0001824211 us-gaap:OverAllotmentOptionMember 2021-02-18 0001824211 us-gaap:PrivatePlacementMember 2021-02-18 0001824211 us-gaap:IPOMember 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us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001824211 us-gaap:RetainedEarningsMember 2021-06-30 0001824211 us-gaap:CommonStockMember 2021-12-31 0001824211 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001824211 us-gaap:RetainedEarningsMember 2021-12-31 0001824211 us-gaap:CommonStockMember 2022-03-31 0001824211 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001824211 us-gaap:RetainedEarningsMember 2022-03-31 0001824211 us-gaap:CommonStockMember 2020-12-31 0001824211 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001824211 us-gaap:RetainedEarningsMember 2020-12-31 0001824211 us-gaap:CommonStockMember 2021-03-31 0001824211 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001824211 us-gaap:RetainedEarningsMember 2021-03-31 0001824211 us-gaap:PrivatePlacementMember 2021-12-31 0001824211 us-gaap:OverAllotmentOptionMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2020-08-10 0001824211 us-gaap:OverAllotmentOptionMember 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~~Item 1.~~PART ~~Interim~~I—FINANCIAL ~~Financial~~INFORMATION ~~Statements.~~

~~ASTREA~~Item 1. ~~ACQUISITION~~Interim ~~CORP~~Financial Statements.

~~CONDENSED~~ASTREA ~~CONSOLIDATED~~ACQUISITION ~~BALANCE~~CORP. ~~SHEETS~~

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	30,094		$	67,689
Prepaid expenses		255,933			344,659
Total Current Assets		286,027			412,348
Cash and marketable securities held in Trust Account		172,625,112			172,561,080
TOTAL ASSETS	$	172,911,139		$	172,973,428
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	349,884		$	459,988
Promissory note – related party		1,140,000			750,000
Total Current Liabilities		1,489,884			1,209,988
Warrant liabilities		40,114			342,190
Total Liabilities		1,529,998			1,552,178
Commitments
Common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares at redemption value as of March 31, 2022 and December 31, 2021		172,500,000			172,500,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,787,500 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021		479			479
Additional paid-in capital		554,160			554,160
Accumulated deficit		(1,673,498	)		(1,633,389	)
Total Stockholders’ Deficit		(1,118,859	)		(1,078,750	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	172,911,139		$	172,973,428

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	180,958		$	67,689
Prepaid expenses		92,227			344,659

Total Current Assets		273,185			412,348
Cash and marketable securities held in Trust Account		172,719,634			172,561,080

TOTAL ASSETS	$	172,992,819		$	172,973,428

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	459,988		$	459,988
Related party loans		1,200,000			750,000

Total Current Liabilities		1,659,988			1,209,988
Warrant liabilities		19,166			342,190

Total Liabilities		1,679,154			1,552,178

Commitments
Common stock subject to possible redemption; $0.0001 par value; 17,250,000 shares at redemption value as of June 30, 2022 and December 31, 2021		172,500,000			172,500,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,787,500 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		479			479
Additional paid-in capital		554,160			554,160
Accumulated deficit		(1,740,974	)		(1,633,389	)

Total Stockholders’ Deficit		(1,186,335	)		(1,078,750	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	172,992,819		$	172,973,428

1The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

~~Table~~1 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~CONDENSED~~ASTREA ~~CONSOLIDATED~~ACQUISITION ~~STATEMENTS~~CORP. ~~OF OPERATIONS~~

~~(UNAUDITED)~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31,
	2022			2021
Operating and formation costs	$	406,217		$	220,267
Loss from operations		(406,217	)		(220,267	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		44,835			10,390
Unrealized gain on marketable securities held in Trust Account		19,197			—
Change in fair value of warrant liability		302,076			52,250
Change in fair value of over-allotment option liability		—			134,105
Transaction costs associated with Initial Public Offering		—			(17,428	)
Total other income, net		366,108		$	179,317
Net loss	$	(40,109	)	$	(40,950	)
Basic and diluted weighted average shares outstanding, Common stock		22,037,500		$	13,795,417
Basic and diluted net loss per share, Common stock	$	(0.00	)	$	(0.00	)

(UNAUDITED)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Operating and formation costs	$	353,232		$	289,297		$	759,449		$	509,564

Loss from operations		(353,232	)		(289,297	)		(759,449	)		(509,564	)

Other income (expense):
Interest earned on marketable securities held in Trust Account		406,983			19,301			451,818			29,691
Interest income – bank		—			6			—			6
Unrealized loss on marketable securities held in Trust Account		(142,175	)		—			(122,978	)		—
Change in fair value of warrant liability		20,948			(21,375	)		323,024			30,875
Change in fair value of over-allotment option liability		—			—			—			134,105
Transaction costs associated with Initial Public Offering		—			—			—			(17,428	)

Total other income (expense), net		285,756			(2,068	)		651,864			177,249

Loss before provision for income taxes		(67,476	)		(291,365	)		(107,585	)		(332,315	)

Net loss	$	(67,476	)	$	(291,365	)	$	(107,585	)	$	(332,315	)

Basic and diluted weighted average shares outstanding, Common stock		22,037,500			22,037,500			22,037,500			17,939,227

Basic and diluted net loss per share, Common stock	$	0.00		$	(0.01	)	$	0.00		$	(0.02	)

2The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

~~Table~~2 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~CONDENSED~~ASTREA ~~CONSOLIDATED~~ACQUISITION ~~STATEMENTS~~CORP. ~~OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY~~

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (~~UNAUDITED~~DEFICIT) EQUITY

~~FOR~~(UNAUDITED) ~~THE THREE MONTHS ENDED MARCH 31, 2022~~

	Common Stock				Additional Paid in Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount
Balance – January 1, 2022		4,787,500	$	479	$	554,160	$	(1,633,389	)	$	(1,078,750	)
Net loss		—		—		—		(40,109	)		(40,109	)
Balance – March 31, 2022		4,787,500	$	479	$	554,160	$	(1,673,498	)	$	(1,118,859	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

FOR THE THREE MONTHS ENDED MARCH 31, 2021


	Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		4,787,500	$	479	$	554,160	$	(1,633,389	)	$	(1,078,750	)
Net loss		—		—		—		(40,109	)		(40,109	)

Balance – March 31, 2022		4,787,500		479		554,160		(1,673,498	)		(1,118,859	)
Net loss		—		—		—		(67,476	)		(67,476	)

Balance – June 30, 2022		4,787,500	$	479	$	554,160	$	(1,740,974	)	$	(1,186,335	)

	Common Stock				Additional Paid in Capital			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount
Balance – January 1, 2021		4,312,500	$	431	$	24,569		$	(627	)	$	24,373
Accretion of Common Stock to redemption value		—		—		(11,262,350	)		—			(11,262,350	)
Sale of 475,000 Private Placement Units		475,000		48		4,562,327			—			4,562,942
Fair value of Public Warrants		—		—		6,780,799			—			6,780,799
Allocated value of transaction costs to warrants		—		—		(165,442	)		—			(165,442	)
Elimination of over-allotment option liability		—		—		614,257			—			614,257
Net loss		—		—		—			(40,950	)		(40,950	)
Balance – March 31, 2021		4,787,500	$	479	$	554,160		$	(41,577	)	$	513,062

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


	Common Stock				Additional Paid in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Equity
Balance – January 1, 2021		4,312,500	$	431	$	24,569		$	(627	)	$	24,373
Fair value of Public Warrants		—		—		6,780,799			—			6,780,799
Sale of 475,000 Private Placement Units		475,000		48		4,562,894			—			4,562,942
Elimination of over-allotment option liability		—		—		614,257			—			614,257
Allocated value of transaction costs to warrants		—		—		(165,442	)		—			(165,442	)
Accretion of common stock to redemption value		—		—		(11,262,350	)		—			(11,262,350	)
Net loss		—		—		—			(40,950	)		(40,950	)

Balance – March 31, 2021		4,787,500		479		554,160			(41,577	)		513,062
Net loss		—		—		—			(291,365	)		(291,365	)

Balance – June 30, 2021		4,787,500	$	479	$	554,160		$	(332,942	)	$	221,697

3The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

~~Table~~3 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~CONDENSED~~ASTREA ~~CONSOLIDATED~~ACQUISITION ~~STATEMENTS~~CORP. ~~OF CASH FLOWS~~

~~(UNAUDITED)~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months EndedMarch 31,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(40,109	)	$	(40,950	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		(302,076	)		(52,250	)
Interest earned on marketable securities held in Trust Account		(44,835	)		(10,390	)
Unrealized gain on marketable securities held in Trust Account		(19,197	)		—
Change in fair value of over-allotment option liability		—			(134,105	)
Transaction costs incurred in connection with Initial Public Offering		—			17,428
Changes in operating assets and liabilities:
Prepaid expenses		88,726			(840,249	)
Accrued expenses		(110,104	)		89,200
Net cash used in operating activities		(427,595	)		(971,316	)
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 – related party		390,000			350,000
Repayment of promissory note – related party		—			(85,302	)
Payment of offering costs		—			(355,934	)
Net cash provided by financing activities		390,000			173,708,764
Net Change in Cash		(37,595	)		237,448
Cash – Beginning of period		67,689			—
Cash – End of period	$	30,094		$	237,448
Non-cash investing and financing activities:
Initial Classification of Warrant Liability	$	—		$	187,625

(UNAUDITED)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


	Six months Ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(107,585	)	$	(332,315	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		(323,024	)		(30,875	)
Interest earned on marketable securities held in Trust Account		(451,818	)		(29,691	)
Unrealized gain loss on marketable securities held in Trust Account		122,978			—
Change in fair value of over-allotment option liability		—			(134,105	)
Transaction costs incurred in connection with Initial Public Offering		—			17,428
Changes in operating assets and liabilities:
Prepaid expenses		252,432			(708,607	)
Accrued expenses		—			142,459

Net cash used in operating activities		(507,017	)		(1,075,706	)

Cash Flows from Investing Activities:
Investment in cash into Trust Account		—			(172,500,000	)
Cash withdrawn from Trust Account to pay franchise and income taxes		170,286			—

Net cash provided by (used in) investing activities		170,286			(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 – related party		450,000			350,000
Repayment of promissory note – related party		—			(85,302	)
Payment of offering costs		—			(355,934	)

Net cash provided by financing activities		450,000			173,708,764

Net Change in Cash		113,269			133,058
Cash – Beginning of period		67,689			—

Cash – End of period	$	180,958		$	133,058

Non-cash investing and financing activities:
Initial Classification of Warrant Liability	$	—		$	187,625

4The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

~~Table~~4 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~NOTES~~ASTREA TOACQUISITION ~~CONDENSED~~CORP. ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31,~~NOTES ~~2022~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~JUNE 30, 2022

~~NOTE~~(Unaudited) ~~1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~

~~Astrea~~NOTE ~~Acquisition Corp~~1. ~~(the~~DESCRIPTION ~~“Company”)~~OF ~~was~~ORGANIZATION ~~incorporated~~AND inBUSINESS ~~Delaware~~OPERATIONS on August 11, 2020. The Company is a blank check company formed 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”).

~~The~~Astrea Acquisition Corp. (the “Company”) ~~has~~was ~~one~~incorporated ~~subsidiary,~~in ~~Peregrine~~Delaware ~~Merger~~on ~~Sub~~August 11, ~~LLC,~~2020. The Company is a ~~direct,~~blank ~~wholly~~check ~~owned~~company ~~subsidiary~~formed offor the ~~Company~~purpose ~~incorporated~~of inentering ~~Florida~~into ona ~~August 5~~merger, ~~2021~~share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “~~Merger~~Business ~~Sub~~Combination”).

The Company ishas ~~not~~one ~~limited~~subsidiary, toPeregrine aMerger ~~particular~~Sub, ~~industry~~LLC, ~~or sector for purposes of consummating~~ a ~~Business Combination. The Company is an early stage and emerging growth company and~~direct, aswholly ~~such,~~owned ~~the~~subsidiary ~~Company is subject to all~~ of the ~~risks~~Company ~~associated~~incorporated ~~with~~in ~~early~~Florida ~~stage~~on ~~and~~August 5, ~~emerging~~2021 ~~growth~~(“Merger ~~companies~~Sub”).

~~non-operating~~The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All activity for the period from August 11, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3. non-operating

income in the form of interest income on marketable securities held in the Trust Account (as defined below).

~~Simultaneously~~The ~~with~~registration ~~the~~statement ~~closing~~for of the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated the ~~sale~~Initial Public Offering of ~~430~~15,000,000 units (~~each,~~the a “~~Private Placement Unit~~Units” and, ~~collectively,~~with ~~the~~respect ~~“Private~~to ~~Placement~~the ~~Units”)~~shares ~~at a price~~ of ~~$10.00~~common ~~per~~stock ~~Private~~included ~~Placement Unit~~ in athe ~~private~~Units ~~placement to Astrea Acquisition Sponsor~~sold, ~~LLC (~~the “~~Sponsor~~Public Shares”), at $10.00 per Unit, generating gross proceeds of $4150,~~300~~000,000, which is described in Note 43.

~~Rule 2a-7~~Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 430,000 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Astrea Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $4,300,000, which is described in Note 4.

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

~~On February~~Rule ~~18, 2021, the underwriters fully exercised their over~~2a-allotment option, resulting in an additional 2,250,000 Units issued at $10.00 per Unit. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 45,000 Private Placement Units at $10.00 per Private Placement Unit. The sale of the additional Units and Private Placement Units generated total proceeds of $22,950,000. A total of $22,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000. 7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

~~Transaction~~On ~~costs~~February 18, ~~amounted~~2021, tothe $4underwriters fully exercised their over-allotment option,~~664~~ resulting in an additional 2,~~421~~250,000 ~~consisting~~Units ofissued at $310.00 per Unit. In connection with the underwriters’ full exercise of their over-allotment option,~~450,000~~ the Company also consummated the sale of ~~underwriting~~an ~~fees~~additional 45,000 Private Placement Units at $~~466,059~~10.00 per Private Placement Unit. The sale of ~~deferred~~the ~~underwriting~~additional ~~fees,~~Units and Private Placement Units generated total proceeds of $~~748~~22,~~362~~950,000. A total of ~~other~~$22,500,000 ~~offering~~was ~~costs~~deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000.

5Transaction costs amounted to $4,664,421, consisting of $3,450,000 of underwriting fees, $466,059 of deferred underwriting fees, and $748,362 of other offering costs.

~~Table~~5 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~NOTES~~ASTREA TOACQUISITION ~~CONDENSED~~CORP. ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~NOTES ~~31,~~TO ~~2022~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~JUNE 30, 2022

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. 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~~Unaudited) (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 Combination 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.

The Company’s ismanagement ~~required~~has tobroad ~~provide~~discretion ~~its~~with ~~stockholders~~respect ~~with~~to the ~~opportunity~~specific toapplication ~~redeem~~of ~~all~~the ornet aproceeds ~~portion~~ of ~~their~~the Initial Public ~~Shares~~Offering ~~upon~~and the ~~completion~~sale of athe ~~Business~~Private ~~Combination~~Units, ~~either~~although ~~(i) in~~substantially ~~connection~~all ~~with~~of athe ~~stockholder~~net ~~meeting~~proceeds ~~called~~are intended to ~~approve~~be ~~the~~applied ~~Business~~generally ~~Combination~~toward orcompleting ~~(ii) by means of~~ a ~~tender~~Business ~~offer~~Combination. The Company ~~has~~must ~~determined~~complete toa ~~provide~~Business ~~this~~Combination ~~opportunity~~having ~~through~~an aaggregate ~~stockholder~~fair ~~meeting~~market invalue ~~connection~~of ~~with~~at ~~its~~least ~~currently~~80% ~~planned~~of ~~proposed~~the ~~Business~~assets ~~Combination~~held ~~described~~in ~~below.~~the ~~The~~Trust ~~public~~Account ~~stockholders~~(as ~~will~~defined bebelow) ~~entitled~~(excluding totaxes ~~redeem~~payable ~~their~~on ~~Public~~income ~~Shares~~earned ~~for~~on athe ~~pro~~Trust ~~rata~~Account) ~~portion~~at the time of the ~~amount~~agreement ~~then~~for in the ~~Trust~~initial ~~Account~~Business ~~(initially $10~~Combination.00 ~~per~~The ~~Public~~Company ~~Share,~~will ~~plus~~only ~~any~~complete ~~pro~~a ~~rata~~Business ~~interest~~Combination ~~earned~~if on the ~~funds~~post-Business ~~held~~Combination incompany ~~the~~owns ~~Trust~~or ~~Account~~acquires ~~and~~50% ~~not~~or ~~previously~~more ~~released~~of to the ~~Company~~outstanding tovoting ~~pay~~securities ~~its~~of ~~tax~~the ~~obligations).~~target ~~There~~or ~~will~~otherwise beacquires noa ~~redemption~~controlling ~~rights~~interest ~~upon~~in the ~~completion~~target ofsufficient afor ~~Business~~it ~~Combination~~not ~~with~~to ~~respect~~be required to register as an investment company under the Investment Company’s ~~warrants~~Act.

The Company ~~will~~is ~~proceed~~required ~~with~~to aprovide ~~Business~~its ~~Combination~~stockholders ifwith the ~~Company~~opportunity ~~has~~to ~~net~~redeem ~~tangible~~all ~~assets~~or ofa atportion ~~least~~of ~~$5,000,001~~their ~~immediately~~Public ~~prior~~Shares ~~to or~~ upon ~~such~~the ~~consummation~~completion of a Business Combination ~~and,~~either if(i) in ~~the~~connection ~~Company~~with ~~seeks~~a stockholder ~~approval,~~meeting acalled ~~majority~~to ofapprove the ~~shares~~Business ~~voted~~Combination ~~are~~or ~~voted~~(ii) by inmeans ~~favor~~ of ~~the~~a ~~Business~~tender ~~Combination~~offer. InThe ~~connection~~Company ~~with~~has ~~its~~determined ~~currently~~to ~~proposed~~provide ~~Business~~this ~~Combination,~~opportunity ~~the~~through ~~Company~~a ~~will~~stockholder ~~offer~~meeting ~~to redeem shares~~ in ~~conjunction~~connection with aits ~~proxy~~currently ~~solicitation~~planned ~~pursuant~~proposed toBusiness ~~the~~Combination ~~proxy~~described ~~rules~~below. The ~~Sponsor~~public ~~has~~stockholders ~~agreed~~will be entitled to ~~vote~~redeem ~~its~~their ~~Founder~~Public Shares ~~(as~~for ~~defined~~a inpro ~~Note~~rata 5)portion ~~and~~of ~~its~~the ~~Private~~amount ~~Shares~~then ~~(as defined~~ in ~~Note~~the 6)Trust Account (~~a) in~~initially ~~favor~~$10.00 ofper ~~approving~~Public ~~the~~Share, ~~Business~~plus ~~Combination and (b) not to redeem~~ any ~~shares~~pro inrata ~~connection~~interest ~~with~~earned aon ~~stockholder~~the ~~vote~~funds toheld ~~approve~~in the ~~Business~~Trust ~~Combination.~~Account ~~Additionally,~~and ~~each~~not ~~public~~previously ~~stockholder~~released ~~may~~to ~~elect~~the Company to ~~redeem~~pay ~~their~~its ~~Public~~tax ~~Shares,~~obligations). ~~without~~There ~~voting,~~will ~~and~~be ifno ~~they~~redemption dorights ~~vote,~~upon ~~irrespective~~the completion of ~~whether~~a ~~they~~Business ~~vote~~Combination ~~for~~with orrespect ~~against~~to the ~~proposed~~Company’s ~~Business Combination~~warrants.

The ~~Sponsor~~Company ~~has~~will ~~agreed~~proceed (with a~~) to~~ ~~waive~~Business ~~its~~Combination ~~redemption~~if ~~rights~~the ~~with~~Company ~~respect~~has tonet ~~its~~tangible ~~Founder~~assets ~~Shares,~~of ~~Private~~at ~~Shares~~least ~~and~~$5,000,001 ~~any~~immediately ~~Public~~prior ~~Shares~~to ~~held~~or byupon itsuch inconsummation ~~connection with the completion~~ of a Business Combination and, ~~(b) to~~if ~~waive~~the ~~its~~Company ~~liquidation~~seeks ~~rights~~stockholder ~~with~~approval, ~~respect~~a tomajority of the ~~Founder~~shares ~~Shares~~voted ~~and~~are ~~Private~~voted ~~Shares~~in iffavor of the ~~Company~~Business ~~fails~~Combination. toIn ~~complete~~connection awith ~~Business~~its ~~Combination~~currently byproposed ~~February 8~~Business Combination, ~~2023~~the ~~and~~Company ~~(c) not~~will offer to ~~propose~~redeem anshares ~~amendment~~in toconjunction ~~the~~with ~~Amended~~a ~~and~~proxy ~~Restated~~solicitation ~~Certificate~~pursuant ofto ~~Incorporation~~the ~~that~~proxy ~~would~~rules. ~~affect~~The aSponsor ~~public~~has ~~stockholders’~~agreed ~~ability~~ to ~~convert~~vote orits ~~sell~~Founder ~~their~~Shares ~~shares~~(as todefined ~~the~~in ~~Company~~Note in5) ~~connection~~and ~~with~~its aPrivate ~~Business~~Shares ~~Combination~~(as ordefined ~~affect~~in ~~the~~Note ~~substance~~6) or(a) in ~~timing~~favor of approving the ~~Company’s~~Business ~~obligation~~Combination and (b) not to redeem ~~100%~~any ofshares ~~its~~in ~~Public~~connection ~~Shares~~with ifa ~~the~~stockholder ~~Company~~vote ~~does~~to ~~not~~approve ~~complete~~the a Business Combination. Additionally, ~~unless~~each ~~the Company provides the~~ public ~~stockholders~~stockholder ~~with~~may ~~the~~elect ~~opportunity~~ to redeem their Public Shares, inwithout ~~conjunction~~voting, ~~with~~and ~~any~~if ~~such~~they ~~amendment~~do vote, irrespective of whether they vote for or against the proposed Business Combination.

~~per-share~~The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Shares and 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.

6The Company will have up until February 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period 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 aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 to pay liquidation expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

~~Table~~6 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~NOTES~~ASTREA TOACQUISITION ~~CONDENSED~~CORP. ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~NOTES ~~31,~~TO ~~2022~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~JUNE 30, 2022

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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (~~the “Securities Act”~~Unaudited). 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.

~~Liquidity~~In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and ~~Going~~to ~~Concern~~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 Initial 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.

AsLiquidity ~~of March 31, 2022, the Company had $30,094 in its operating bank accounts,~~ and anGoing ~~adjusted~~Concern working capital deficit of $1,078,745, which excludes franchise taxes payable of $125,112, of which such amounts will be paid from interest earned on the Trust Account. As of March 31, 2022, approximately $125,112 of the amount on deposit in the Trust Account represents interest income, which is available to pay the Company’s tax obligations. As of March 31, 2022, the Sponsor loaned the Company an aggregate of $1,140,000 to cover expenses related to the Business Combination. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion (see Note 5).

~~The~~As ~~Company~~of ~~will need to raise additional capital through loans or additional investments from its initial stockholders~~June 30, ~~officers or directors. The Company’s initial stockholders~~2022, ~~officers or directors may, but are not obligated to, loan~~ the Company ~~funds,~~had ~~from time to time or at any time~~$180,958 in ~~whatever~~its ~~amount~~operating ~~they~~bank ~~deem reasonable in their sole discretion~~accounts, toand ~~meet~~an ~~the~~adjusted ~~Company’s~~ working capital ~~needs.~~deficit ~~Accordingly~~of $1,167,169, ~~the~~which ~~Company~~excludes ~~may~~franchise ~~not~~taxes bepayable ~~able~~of to$219,634, ~~obtain~~of ~~additional~~which ~~financing.~~such Ifamounts ~~the~~will ~~Company is unable to raise additional capital, it may~~ be ~~required~~paid tofrom ~~take~~interest ~~additional~~earned ~~measures~~on tothe ~~conserve~~Trust ~~liquidity,~~Account. ~~which~~As ~~could~~of ~~include~~June 30, ~~but not necessarily be limited to~~2022, ~~curtailing~~approximately ~~operations~~$219,634 ~~suspending~~of the ~~pursuit~~amount ofon adeposit ~~potential~~in ~~transaction,~~the ~~and~~Trust ~~reducing~~Account ~~overhead~~represents ~~expenses.~~interest ~~The~~income, ~~Company~~which ~~cannot~~is ~~provide any assurance that new financing will be~~ available to itpay ~~on commercially acceptable terms, if at all. These conditions raise substantial doubt about~~ the Company’s ~~ability~~tax toobligations. ~~continue~~As asof ~~a going concern through February 8~~June 30, ~~2023~~2022, the ~~date~~Sponsor ~~that~~loaned the Company ~~will~~an beaggregate ~~required~~of $1,200,000 to ~~cease~~cover ~~all~~expenses ~~operations,~~related ~~except~~to ~~for~~ the ~~purpose of winding up, if a~~ Business Combination ~~is not consummated~~. ~~These~~The ~~consolidated~~notes ~~financial~~may ~~statements~~be dorepaid ~~not~~upon ~~include~~completion ~~any~~of ~~adjustments~~a ~~relating~~Business toCombination, ~~the~~without ~~recovery~~interest, ~~of the recorded assets~~ or, ~~the~~at ~~classification of~~ the ~~liabilities~~lender’s ~~that~~discretion ~~might~~(see beNote ~~necessary should the Company be unable to continue as a going concern~~5).

~~Risks~~The Company 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, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise 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 pursuit of a potential transaction, and ~~Uncertainties~~reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through February 8, 2023, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery 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.

~~COVID-19~~Risks and Uncertainties

Management is currently evaluating the impact of the

7 COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~7 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~NOTES~~ASTREA TOACQUISITION ~~CONDENSED~~CORP. ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~NOTES ~~31,~~TO ~~2022~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~JUNE 30, 2022

~~NOTE~~(Unaudited) ~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis~~NOTE of2. ~~Presentation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~10-Q~~Basis of Presentation

The accompanying unaudited condensed consolidated 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

S10-XQ

and Article 8 of Regulation

10S-KX

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form

~~Principles of Consolidation~~ 10-K

as filed with the SEC on May 23, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

~~The~~Principles ~~accompanying consolidated financial statements include the accounts~~ of ~~the~~Consolidation ~~Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.~~

~~Emerging~~The ~~Growth~~accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

~~The~~Emerging Growth Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~non-~~The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

~~Use of Estimates~~ non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Use ~~preparation~~ of ~~the~~Estimates condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

~~Making~~The ~~estimates~~preparation ~~requires~~of ~~management~~the tocondensed ~~exercise~~consolidated ~~significant~~financial ~~judgment.~~statements Itin isconformity atwith ~~least~~GAAP ~~reasonably~~requires ~~possible that~~ the ~~estimate~~Company’s ofmanagement ~~the~~to ~~effect~~make ofestimates aand ~~condition,~~assumptions ~~situation or set of circumstances~~ that ~~existed~~affect at the ~~date~~reported amounts of ~~the~~assets ~~financial~~and ~~statements,~~liabilities ~~which~~and ~~management~~disclosure ~~considered~~of incontingent ~~formulating~~assets ~~its~~and ~~estimate,~~liabilities ~~could~~at ~~change in~~ the ~~near~~date ~~term due to one or more future confirming events. One~~ of the ~~more significant accounting estimates included in these condensed~~ consolidated financial statements isand the ~~determination~~reported ofamounts ~~the fair value~~ of ~~the~~revenues ~~warrant liabilities. Such estimates may be subject to change as more current information becomes available~~ and ~~accordingly~~expenses during the ~~actual~~reporting ~~results could differ significantly from those estimates~~period.

~~Cash~~Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated 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 ~~Cash~~accordingly ~~Equivalents~~the actual results could differ significantly from those estimates.

~~The~~Cash Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and ~~December 31,~~Cash ~~2021.~~Equivalents

~~Marketable~~The ~~Securities~~Company ~~Held~~considers inall ~~Trust~~short-term ~~Account~~investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

AtMarketable ~~March 31,~~Securities ~~2022~~Held ~~and December 31, 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.

8At June 30, 2022 and December 31, 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.

~~Table~~8 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~NOTES~~ASTREA TOACQUISITION ~~CONDENSED~~CORP. ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~NOTES ~~31,~~TO ~~2022~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~JUNE 30, 2022

~~Common~~(Unaudited) ~~Stock Subject to Possible Redemption~~

~~The~~Common ~~Company~~Stock ~~accounts~~Subject ~~for its common stock subject~~ to ~~possible~~Possible ~~redemption~~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 March 31, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

9The 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 June 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

~~Table~~The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of ~~Contents~~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 paid in capital and accumulated deficit.

~~ASTREA~~At ~~ACQUISITION~~June 30, ~~CORP.~~2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(6,780,799	)
Common stock issuance costs		(3,733,189	)
Overallotment Liability		(748,362	)
Plus:
Accretion of carrying value to redemption value		11,262,350
Common stock subject to possible redemption	$	172,500,000

~~MARCH~~Warrant ~~31,~~Liabilities ~~2022~~

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (~~Unaudited~~“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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 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 paid -in ~~capital and accumulated deficit.~~

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

~~At March 31, 2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:~~ non-cash

gain or loss on the statements of operations. The fair value of the private warrants was estimated using the Binomial Lattice Model (see Note 9).

Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(6,780,799	)
Common stock issuance costs		(3,733,189	)
Overallotment Liability		(748,362	)
Plus:
Accretion of carrying value to redemption value		11,262,350
Common stock subject to possible redemption	$	172,500,000

Convertible Instruments

The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815,

~~Warrant~~Derivatives ~~Liabilities~~and Hedging Activities

(

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“~~FASB”) Accounting Standards Codification (“~~ASC”) ~~480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”)~~No. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~paid-in~~ 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

~~non~~re-~~cash~~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.

~~Convertible~~9 ~~Instruments~~

~~Derivatives~~Table ~~and~~of ~~Hedging Activities~~Contents

~~“ASC~~ASTREA NoACQUISITION CORP.

~~815”~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~re-measured~~JUNE 30, 2022

~~Income~~(Unaudited) ~~Taxes~~

~~The Company follows the asset and liability method of accounting for income taxes under ASC 740, “~~Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~ASC~~The ~~740~~Company ~~prescribes~~accounts afor ~~recognition~~income ~~threshold~~taxes ~~and~~under aASC ~~measurement~~740, ~~attribute~~“Income ~~for~~Taxes.” ~~the~~ASC ~~financial~~740, ~~statement~~Income ~~recognition~~Taxes, ~~and~~requires ~~measurement~~the recognition of deferred tax ~~positions~~assets ~~taken~~and orliabilities for both the expected toimpact beof ~~taken~~differences inbetween athe ~~tax~~unaudited ~~return.~~condensed ~~For~~financial ~~those~~statements ~~benefits~~and totax bebasis ~~recognized,~~of aassets ~~tax~~and ~~position~~liabilities ~~must~~and befor ~~more~~the ~~likely~~expected ~~than~~future ~~not~~tax benefit to be ~~sustained~~derived ~~upon~~from ~~examination~~tax byloss ~~taxing~~and ~~authorities.~~tax ~~The~~credit ~~Company~~carry ~~recognizes~~forwards. ~~accrued~~ASC ~~interest~~740 ~~and~~additionally ~~penalties~~requires ~~related~~a valuation allowance to ~~unrecognized~~be ~~tax~~established ~~benefits~~when asit ~~income~~is ~~tax~~more ~~expense.~~likely ~~There~~than ~~were~~not nothat ~~unrecognized~~all ~~tax~~or ~~benefits~~a ~~and~~portion noof ~~amounts~~deferred ~~accrued~~tax ~~for~~assets ~~interest~~will ~~and~~not ~~penalties~~be asrealized. As of ~~March~~June 3130, 2022 and December 31, 2021., ~~The~~the Company’s isdeferred ~~currently~~tax ~~not~~asset ~~aware~~had ofa ~~any~~full ~~issues~~valuation ~~under~~allowance ~~review~~recorded ~~that~~against ~~could result in significant payments, accruals or material deviation from its position~~it.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

~~Net Loss per Common Share~~ more-likely-than-not

to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of common stock is excluded from loss per common share as the redemption value approximates fair value. no

unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. 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~~he ~~calculation~~Company ofhas ~~diluted~~identified ~~loss per common stock does not consider~~ the ~~effect~~United ofStates ~~the warrants issued in connection with the (i) Initial Public Offering,~~ and ~~(ii) the~~Florida ~~private~~as ~~placement~~its ~~since~~only ~~the~~“major” ~~exercise~~tax ~~of the warrants is contingent upon the occurrence of future events~~jurisdictions. The ~~warrants~~Company ~~are~~is ~~exercisable~~subject to ~~purchase~~income ~~8,862,500~~taxation ~~shares~~by ofmajor ~~common~~taxing ~~stock~~authorities insince ~~the aggregate~~inception. AsThese ofexaminations ~~March 31,~~may ~~2022~~include ~~and~~questioning ~~2021,~~ the ~~Company~~timing ~~did~~and ~~not~~amount ~~have~~of ~~any dilutive securities or other contracts that could~~deductions, ~~potentially,~~the benexus ~~exercised~~of orincome ~~converted~~among ~~into~~various ~~common~~tax ~~stock~~jurisdictions and ~~then~~compliance ~~share~~with infederal ~~the~~and ~~earnings~~state oftax ~~the Company~~laws. AsThe aCompany’s ~~result,~~management ~~diluted~~does ~~net~~not ~~loss~~expect ~~per~~that ~~common stock is~~ the ~~same~~total asamount ~~basic~~of ~~net~~unrecognized ~~loss~~tax ~~per~~benefits ~~common~~will ~~stock~~materially ~~for~~change over the ~~periods~~next ~~presented.~~twelve months.

10Net Loss per Common Share

~~Table~~The Company complies with accounting and disclosure requirements of ~~Contents~~FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of common stock is excluded from loss per common share as the redemption value approximates fair value.

~~ASTREA~~The ~~ACQUISITION~~calculation ~~CORP~~of diluted loss per common stock 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 8,862,500 shares of common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any 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 loss per common stock is the same as basic net loss per common stock for the periods presented.

~~NOTES~~10 ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~Table ~~31,~~of ~~2022~~ Contents

~~(Unaudited)~~ASTREA ACQUISITION CORP.

~~The~~NOTES ~~following~~TO ~~table~~CONDENSED ~~reflects~~CONSOLIDATED ~~the~~FINANCIAL ~~calculation~~STATEMENTS ~~of basic and diluted net loss per common share (in dollars, except per share amounts):~~

	Three Months Ended March 31,
	2022			2021
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(40,109	)	$	(40,950	)
Denominator:
Basic and diluted weighted average shares outstanding		22,037,500			13,795,417
Basic and diluted net loss per common stock	$	(0.00	)	$	(0.00	)

JUNE 30, 2022

~~Concentration~~(Unaudited) ~~of Credit Risk~~

~~Financial~~The ~~instruments~~following ~~that~~table ~~potentially~~reflects ~~subject~~ the ~~Company~~calculation toof ~~concentrations~~basic ofand ~~credit~~diluted ~~risk~~net ~~consist~~loss ofper ~~cash~~common ~~accounts~~share (in ~~a financial institution~~dollars, ~~which,~~except atper ~~times~~share ~~may~~amounts): exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Basic and diluted net loss per common stock
Numerator:

Allocation of net loss, as adjusted	$	(67,476	)	$	(291,365	)	$	(107,585	)	$	(332,315	)
Denominator:
Basic and diluted weighted average shares outstanding		22,037,500			22,037,500			22,037,500			17,939,227
Basic and diluted net loss per common stock	$	0.00		$	(0.01	)		0.00			(0.02	)

~~The~~Concentration ~~fair value~~ of ~~the~~Credit ~~Company’s~~Risk assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9).

~~Recent~~Financial ~~Accounting~~instruments ~~Standards~~that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~2020-06, “Debt—Debt~~Fair Value of Financial Instruments

~~470~~The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-20term nature, except for warrant liabilities (see Note 9).

~~815-40):~~Recent Accounting Standards

In August 2020, the FASB issued ASU No.

2020-06”), “Debt—Debt

with Conversion and Other Options (Subtopic

~~2020~~470-0620)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

~~2020~~815-0640):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”

(“ASU2020-06”),which

simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

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 consolidated financial statements. ASU2020-06

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

11 areas. ASU2020-06

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

~~Table of Contents~~ASU2020-06

would have on its financial position, results of operations or cash flows.

~~ASTREA~~Management ~~ACQUISITION~~does ~~CORP~~not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements.

~~NOTES~~11 ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~Table ~~31,~~of ~~2022~~ Contents

~~(Unaudited)~~ASTREA ACQUISITION CORP.

~~NOTE~~NOTES 3.TO ~~PUBLIC~~CONDENSED ~~OFFERING~~CONSOLIDATED FINANCIAL STATEMENTS

~~one-half~~JUNE 30, 2022

~~NOTE~~(Unaudited) ~~4. PRIVATE PLACEMENT~~

~~Simultaneously~~NOTE ~~with the closing of Initial Public Offering, the Sponsor purchased an aggregate of 430,000 Private Units at a price of $10~~3.00 ~~per~~PUBLIC ~~Private~~OFFERING Unit, for an aggregate purchase price of $4,300,000, in a private placement. The Sponsor has agreed to purchase up to an additional 45,000 Private Units, at a price of $10.00 per Private Unit, or $450,000 in the aggregate, if the over-allotment option was 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 8). The proceeds from the Private Units were added to the proceeds from the Initial 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.

Pursuant to the Initial 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 and

~~NOTE 5. RELATED PARTY TRANSACTIONS~~ one-half

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 8).

~~Founder~~NOTE ~~Shares~~4. PRIVATE PLACEMENT

OnSimultaneously ~~August 11,~~with ~~2020~~the closing of Initial Public Offering, the Sponsor ~~paid~~purchased ~~$25~~an aggregate of 430,000 toPrivate ~~cover~~Units ~~certain~~at ~~offering~~a ~~costs~~price of ~~the~~$10.00 ~~Company~~per inPrivate ~~consideration~~Unit, for ~~4,312,500~~an ~~shares~~aggregate purchase price of ~~common~~$4,300,000, ~~stock~~in ~~(the~~a ~~“Founder~~private ~~Shares”)~~placement. The ~~Founder~~Sponsor ~~Shares~~has ~~included~~agreed to purchase up to an ~~aggregate~~additional 45,000 Private Units, at a price of up$10.00 toper ~~562~~Private Unit,~~500~~ ~~shares~~or ~~that~~$450,000 ~~were~~in ~~subject~~the toaggregate, ~~forfeiture~~if the over-allotment option was exercised in full or in part by the ~~Sponsor~~underwriters. AsOn aFebruary 18, ~~result~~2021, ofin connection with the underwriters’ election to fully exercise their over-allotment option, onthe ~~February 18~~Company sold an additional 45,000 ~~2021~~Private Units to the Sponsor, noat ~~Founder~~a ~~Shares~~price ~~are~~of ~~currently~~$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 ~~forfeiture~~adjustment (see Note 8). The proceeds from the Private Units were added to the proceeds from the Initial 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.

~~30-trading~~NOTE 5. RELATED PARTY TRANSACTIONS

~~Administrative~~Founder ~~Services~~Shares ~~Agreement~~

~~The~~On ~~Company~~August 11, ~~entered~~2020, ~~into~~the anSponsor ~~agreement~~paid $25,000 ~~commencing~~to oncover ~~February~~certain 3,offering ~~2021,~~costs ~~through~~of the ~~earlier~~Company in consideration for 4,312,500 shares of common stock (the ~~Company’s~~“Founder ~~consummation~~Shares”). ofThe aFounder ~~Business~~Shares ~~Combination~~included ~~and~~an ~~its~~aggregate ~~liquidation~~of up to 562,500 shares that were subject to ~~pay~~forfeiture by the Sponsor. As a ~~total~~result of upthe underwriters’ election to fully exercise their over-allotment option on February 18, 2021, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of nine 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 any

~~per month for office space, utilities and secretarial support services. For the three months ended March 31, 2022 and 2021, the Company incurred~~30-trading

day period commencing after the Business Combination, or earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

inAdministrative ~~fees~~Services ~~for~~Agreement ~~these services, respectively. At March 31, 2022 and December 31, 2021,~~

The Company entered into an agreement, commencing on February 3, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial support services. For the three and six months ended June 30, 2022 and 2021, the Company incurred $30,000 and $60,000, $30,000 and $50,000 in fees for these services, respectively. At June 30, 2022 and December 31, 2021, $170,000 and $110,000 are included in accrued expenses in the accompanying condensed balance sheets respectively.

Table of Contents

ASTREA ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2022

(Unaudited)

Promissory Note — Related Party

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

non-interest

bearing and payable on the earlier of (i) June 30, 2021 or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $130,061 was repaid on February 22, 2021.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Unit.

On March 17, 2021, August 25, 2021, October 10, 2021 and December 12, 2021, 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 “Promissory Notes”). The Company subsequently amended and restated the Promissory Notes to remove the convertible option feature. On January 24, 2022, January 28, 2022, March 1, 2022, March 8, 2022 and March 31, 2022, the Company entered into additional

non-convertible

promissory notes. On August 29, 2022,

~~non-interest~~two

officers of the Company

~~NOTE~~ 6.and ~~COMMITMENTS~~one member of the Sponsor

loaned the Company

$20,000 each (for an aggregate amount loaned to the Company of $60,000). The Promissory Notes are

~~Registration Rights~~ non-interest

bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Notes; however, no proceeds from the Trust Account may be used for such repayment. As of June 30, 2022 and December 31, 2021, the outstanding principal balance under the Promissory Notes amounted to an aggregate of $1,200,000 and $750,000, respectively.

~~Pursuant~~NOTE to a registration rights agreement entered into on February 3, 2021, the holders of the Founder Shares, Private Units and any units issued in payment of Working Capital Loans made to Company (and underlying securities) will have registration rights to require the Company to register a sale of any of our securities held by them6. ~~The~~COMMITMENTS holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the consummation of a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting~~Registration ~~Agreement~~Rights

45Pursuant to a registration rights agreement entered into on February 3, 2021, the holders of the Founder Shares, Private Units and any units issued in payment of Working Capital Loans made to Company (and underlying securities) will have registration rights to require the Company to register a sale of any of our securities held by them. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the consummation of a Business Combination. In addition, the holders have certain “piggy-~~day~~back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

13Underwriting Agreement

The Company granted the underwriters a

~~Table of Contents~~45-day

option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On February 18, 2021, the underwriters elected to fully exercise the over-allotment option to purchase an additional 2,250,000 Units at a price of $10.00 per Unit.

~~ASTREA~~13 ~~ACQUISITION CORP.~~

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ Contents

~~MARCH~~ASTREA ~~31,~~ACQUISITION ~~2022~~CORP.

~~(Unaudited)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Business~~JUNE ~~Combination~~30, ~~Marketing~~2022 ~~Agreement~~

~~The Company engaged EarlyBirdCapital, Inc.~~ (~~“EarlyBirdCapital”~~Unaudited), 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).

~~Right~~Business ofCombination ~~First~~Marketing ~~Refusal~~Agreement

~~Subject~~The toCompany ~~certain~~engaged ~~conditions~~EarlyBirdCapital, Inc. (“EarlyBirdCapital”), the ~~Company~~representative ~~granted~~of ~~EarlyBirdCapital~~the underwriters in the ~~right~~Initial Public Offering, ~~but~~as ~~not~~an ~~the~~advisor ~~obligation,~~in connection with its Business Combination to ~~act~~assist asin ~~book~~holding ~~running~~meetings ~~manager,~~with ~~placement~~the ~~agent~~Company stockholders to discuss the potential Business Combination and~~/or~~ ~~arranger~~the target business’ attributes, asintroduce, introduce the ~~case~~Company ~~may~~to ~~be,~~potential investors that are interested in ~~any~~purchasing ~~and~~its ~~all~~securities ~~such~~in ~~financing~~connection orwith ~~financings.~~its ~~This~~initial ~~right~~Business ofCombination, ~~first~~assist ~~refusal~~in ~~extends~~obtaining ~~from~~stockholder approval for the ~~date~~Business ofCombination ~~the~~and ~~Initial~~assist ~~Public~~with ~~Offering~~press ~~until~~releases and public filings in connection with the ~~earlier~~Business ofCombination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of aits ~~Business~~initial ~~Combination~~business orcombination ~~the~~in ~~liquidation~~an amount equal to 3.5% of the ~~Trust~~gross ~~Account~~proceeds ifof the ~~Company~~Initial ~~fails~~Public toOffering ~~consummate~~(exclusive aof ~~Business~~any ~~Combination~~applicable ~~within~~finder’s ~~the~~fees ~~Combination~~which ~~Period~~might become payable).

~~Termination~~Right of ~~Agreement~~First ~~and~~Refusal ~~Plan of Merger~~

OnSubject ~~August 9,~~to ~~2021~~certain conditions, the Company ~~entered~~granted ~~into~~EarlyBirdCapital anthe ~~Agreement~~right, ~~and~~but ~~Plan~~not ofthe ~~Merger~~obligation, byto ~~and~~act ~~among~~as ~~Astrea,~~book ~~Merger~~running ~~Sub~~manager, ~~Lexyl~~placement ~~Travel~~agent ~~Technologies~~and/or arranger, ~~LLC~~as ~~(“HotelPlanner.com”)~~the case may be, ~~Double~~in ~~Peregrine~~any ~~Merger~~and ~~Sub,~~all ~~LLC~~such ~~(“Reservations~~financing or financings.~~com~~ ~~Merger~~This ~~Sub”),~~right ~~and~~of ~~Benjamin &~~first ~~Brothers,~~refusal ~~LLC~~extends ~~(“Reservations.com”).~~from Onthe ~~February 13,~~date ~~2022,~~of the ~~Company~~Initial ~~and~~Public ~~HotelPlanner.com~~Offering ~~terminated~~until the ~~Agreement~~earlier ~~and~~of ~~Plan~~the consummation of ~~Merger~~a inBusiness aCombination ~~mutual~~or ~~decision~~the ~~not~~liquidation toof ~~pursue~~the Trust Account if the Company fails to consummate a Business Combination within the Combination Period.

~~NOTE~~Termination 7.of ~~STOCKHOLDERS’~~Agreement ~~(DEFICIT)~~and ~~EQUITY~~Plan of Merger

~~Preferred~~On ~~Stock~~August 9, 2021, the Company entered into an Agreement and Plan of Merger, by and among Astrea, Merger Sub, Lexyl Travel Technologies, LLC (“HotelPlanner.com”), Double Peregrine Merger Sub, LLC (“Reservations.com Merger Sub”), and Benjamin & Brothers, LLC (“Reservations.com”). On February 13, 2022, the Company and HotelPlanner.com terminated the Agreement and Plan of Merger in a mutual decision not to pursue the Business Combination.

NOTE —7. STOCKHOLDERS’ (DEFICIT) EQUITY

~~Common~~Preferred Stock

14 —

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

~~Table~~Common ~~of Contents~~Stock

— The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. At June 30, 2022 and December 31, 2021, there are 4,787,500 shares of common stock issued and outstanding, excluding 17,250,000 shares of common stock subject to possible redemption which are presented as temporary equity.

~~ASTREA~~14 ~~ACQUISITION CORP.~~

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ Contents

~~MARCH~~ASTREA ~~31,~~ACQUISITION ~~2022~~CORP.

~~(Unaudited)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~JUNE 8.30, ~~WARRANTS~~2022

~~Warrants~~(Unaudited)

~~Once~~NOTE ~~the~~8. ~~warrants~~WARRANTS ~~become exercisable, the Company may redeem the Public Warrants (excluding the Private Warrants and any warrants underlying units issued upon conversion of the Working Capital Loans):~~

~~• in whole and not in part;~~Warrants

— The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

•Once atthe awarrants ~~price~~become exercisable, the Company may redeem the Public Warrants (excluding the Private Warrants and any warrants underlying units issued upon conversion of ~~$0.01~~the ~~per~~Working ~~warrant;~~Capital Loans):

• atin ~~any~~whole ~~time~~and ~~after~~not ~~the~~in ~~warrants become exercisable~~part;

• ~~upon~~at ~~not~~a ~~less~~price ~~than 30 days’ prior written notice~~ of ~~redemption~~$0.01 toper ~~each~~ warrant ~~holder~~;

• ~~if,~~at ~~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 20time ~~trading~~after ~~days within a 30 trading day period ending on~~ the ~~third~~warrants ~~business~~become ~~day prior to the notice of redemption to warrant holders~~exercisable; ~~and~~

• ~~if,~~upon ~~and~~not ~~only~~less ~~if,~~than ~~there~~30 isdays’ aprior ~~current~~written ~~registration~~notice ~~statement~~of inredemption ~~effect with respect~~ to ~~the~~each ~~shares~~warrant ~~of common stock underlying the warrants.~~holder;

If• ~~the Company calls the Public Warrants for redemption~~if, ~~management~~and ~~will~~only ~~have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis~~if,” ~~as described in~~ the ~~warrant~~reported ~~agreement.~~last ~~The~~sale ~~exercise~~ price ~~and number~~ of the shares of common stock ~~issuable~~equals ~~upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend,~~ or ~~recapitalization,~~exceeds ~~reorganization, merger or consolidation~~$18.00 ~~However,~~per ~~except~~share (as ~~described below, the warrants will not be~~ adjusted for ~~issuance~~stock ofsplits, ~~common~~ stock atdividends, areorganizations ~~price~~and ~~below its exercise price. Additionally~~recapitalizations), infor noany ~~event~~20 ~~will~~trading ~~the~~days ~~Company~~within ~~be required to net cash settle the warrants. If the Company is unable to complete~~ a ~~Business~~30 ~~Combination~~trading ~~within~~day ~~the~~period ~~Combination~~ending ~~Period~~on ~~and~~ the ~~Company~~third ~~liquidates~~business ~~the~~day ~~funds~~prior ~~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~~notice ~~assets held outside~~ of ~~the~~redemption ~~Trust Account with the respect~~ to ~~such~~warrant ~~warrants.~~holders; ~~Accordingly, the warrants may expire worthless.~~ and

In• ~~addition,~~ if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and ~~interest~~only ~~thereon~~if, ~~available~~there ~~for~~is ~~the funding of~~ a ~~Business~~current ~~Combination~~registration onstatement ~~the~~in ~~date~~effect ofwith ~~the~~respect ~~consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior~~ to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock orunderlying ~~equity-linked~~the ~~securities~~warrants.

~~non-redeemable~~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.

15In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not 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 be

~~Table of Contents~~non-redeemable

so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~ASTREA~~15 ~~ACQUISITION CORP.~~

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ Contents

~~MARCH~~ASTREA ~~31,~~ACQUISITION ~~2022~~CORP.

~~(Unaudited)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~JUNE 9.30, ~~FAIR~~2022 ~~VALUE MEASUREMENTS~~

~~re-measured~~(Unaudited)

~~non-financial~~NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and

renon-~~measured~~financial

assets and liabilities that are

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: re-measured

and reported at fair value at least annually.

		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:		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:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


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:		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:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Description	Level		March 31, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	172,625,112	$	172,561,080
Liabilities:
Warrant Liability – Private Warrants		3	$	40,114	$	342,190

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

815-40


Description	Level		June 30, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	172,719,634	$	172,561,080
Liabilities:
Warrant Liability – Private Warrants		3	$	19,166	$	342,190

The Private Warrants are accounted for as liabilities in accordance with

~~Measurement~~ ASC815-40

and are presented within warrant liability in the condensed consolidated balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the condensed consolidated statements of operations.

~~one-half~~Measurement

The Company established the initial fair value for the Private Warrants on February 8, 2021, the date of the Company’s Initial Public Offering, using a binomial lattice model for the Private Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of common stock and

~~The key inputs into binomial lattice model for the Private Warrants were as follows:~~ one-half

of one redeemable warrant), and (2) the sale of Private Warrants, first to the Private Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to common stock subject to possible redemption based on their relative fair values at the initial measurement date. The Private Warrants are classified as Level 3 due to the use of unobservable inputs.

Input	December 31, 2021			March 31, 2022
Risk-free interest rate		1.18	%		2.44	%
Effective expiration date (1)		6/23/2026			6/23/2026
Dividend yield		0.00	%		0.00	%
Expected volatility		10.6	%		4.8	%
Exercise price	$	11.50		$	11.50
Unit Price	$	9.88		$	9.77
Probability of De-SPAC transaction		75	%		90	%

The key inputs into binomial lattice model for the Private Warrants were as follows:


Input	December 31, 2021			June 30, 2022
Risk-free interest rate		1.18	%		2.97	%
Effective expiration date (1)		6/23/2026			12/14/2025
Dividend yield		0.00	%		0.00	%
Expected volatility		10.6	%		3.6	%
Exercise price	$	11.50		$	11.50
Unit Price	$	9.88		$	9.78
Probability of De-SPAC transaction		75	%		60	%

~~Table~~16 ~~of Contents~~

~~ASTREA~~Table ~~ACQUISITION~~of ~~CORP.~~ Contents

~~NOTES~~ASTREA TOACQUISITION ~~CONDENSED~~CORP. ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~NOTES ~~31,~~TO ~~2022~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~JUNE 30, 2022

(1Unaudited) The effective expiration date equals the probability-weighted average between a 2.0 year life of the warrants in the event there is no de-SPAC transaction and the contractual life if a transaction is closed.

(1) The ~~following~~effective ~~table~~expiration ~~presents~~date equals the ~~changes~~probability-weighted average between a 2.0 year life of the warrants in the ~~fair~~event ~~value~~there ofis ~~Level 3~~no ~~warrant~~de-SPAC ~~liabilities:~~transaction and the contractual life if a transaction is closed.

	Private Warrant Liability
Fair value as of December 31, 2021	$	342,190
Change in fair value		(302,076	)
Fair value as of March 31, 2022	$	40,114

The following table presents the changes in the fair value of Level 3 warrant liabilities:

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 months ended March 31, 2022.


	Private Warrant Liability
Fair value as of December 31, 2021	$	342,190
Change in fair value		(20,948	)

Fair value as of June 30, 2022	$	19,166

~~The~~Level 3 ~~following~~financial ~~table~~liabilities ~~presents~~consist of the ~~change~~Private inWarrant liability for which there is no current market for these securities such that the determination of fair value ofrequires ~~the~~significant judgment or estimation. Changes in fair value measurements categorized within Level 3 ~~overallotment~~of ~~liability~~the ~~for~~fair ~~the~~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 six months ended ~~March~~June 3130, ~~2021:~~2022.

	Overallotment Option
Fair value as of August 11, 2020	$	—
Fair value at issuance February 8, 2021		748,362
Change in fair value February 18, 2021		(134,105	)
Elimination of overallotment liability February 18, 2021		(614,257	)
Fair Value at March 31, 2021	$	—

The following table presents the change in the fair value of the Level 3 overallotment liability for the period ended June 30, 2021:

NOTE 10. SUBSEQUENT EVENTS


	Overallotment Option
Fair value as of August 11, 2020	$	—
Fair value at issuance February 8, 2021		748,362
Change in fair value February 18, 2021		(134,105	)
Elimination of overallotment liability February 18, 2021		(614,257	)

Fair Value at June 30, 2021	$	—

~~The~~NOTE ~~Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued~~10. ~~Based~~SUBSEQUENT ~~upon~~EVENTS ~~this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.~~

17The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

~~Table~~On August 29, 2022, two officers of ~~Contents~~the Company and one member of the Sponsor loaned the Company

$20,000 each (for an aggregate amount loaned to the Company of $60,000). On August 30, 2022, an unaffiliated third party made a $147,375

advance to pay for a D&O insurance premium. The advance was made on the same terms as the Promissory Notes. The Promissory Notes and advance are

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~ non-interest

bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Notes and advance; however, no proceeds from the Trust Account may be used for such repayment.

On August 30, 2022, the Company received a written notice (the “Notice”) for the Listing Qualifications Department of the Nasdaq Stock Market indication that the Company was not in compliance with the Listing Rule 5250

References in this report (the “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 Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. ©

(1) because the Company had failed to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. The Notice stated that no later than October 24, 2022, the Company is required to submit a plan to regain compliance with respect to the filing of the Delinquent Report.

~~Special~~17 ~~Note Regarding Forward-Looking Statements~~

~~10-Q~~Table of Contents

~~10-K~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Overview~~References in this report (the “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 Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

WeSpecial ~~are~~Note aRegarding ~~blank~~Forward-Looking ~~check~~Statements 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.

This 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 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.~~ 10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form

~~Results of Operations~~ 10-K

filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~non-operating~~Overview

~~For~~We are a blank check company formed under the ~~three~~laws ~~months~~of ~~ended~~the ~~March~~State of Delaware on August 3111, ~~2022,~~2020 wefor ~~had~~the purpose of entering into a ~~net~~merger, ~~loss~~share ofexchange, ~~$40~~asset acquisition,~~109~~ stock purchase, ~~which~~recapitalization, ~~consists~~reorganization ofor ~~formation~~other ~~and~~similar ~~operational~~business ~~costs~~combination ofwith ~~$406,217,~~one ~~offset~~or bymore ~~change~~businesses inor ~~fair~~entities ~~value~~(the of“Business ~~warrant~~Combination”). ~~liability~~We ofintend ~~$302,076,~~to ~~interest~~effectuate ~~earned~~our onBusiness ~~marketable~~Combination ~~securities~~using ~~held~~cash infrom the ~~Trust~~proceeds ~~Account~~ of ~~$44,835,~~the Initial Public Offering and ~~unrealized~~the ~~gain~~sale onof ~~marketable~~the ~~securities~~Private ~~held~~Placement inUnits, ~~Trust~~our ~~Account~~capital stock, debt or a combination of ~~$19~~cash,~~197~~ stock and debt.

~~For~~We ~~the~~expect ~~three~~to ~~months~~continue ~~ended~~to ~~March 31,~~incur ~~2021,~~significant ~~we had a net loss of $40,950, which consists of formation and operational~~ costs ~~of $220,267 and transaction costs of $17,428, offset by change~~ in ~~fair~~the ~~value~~pursuit of ~~warrant~~our ~~liability~~acquisition ofplans. ~~$52,250,~~We ~~interest~~cannot ~~earned~~assure onyou ~~marketable~~that ~~securities~~our ~~held~~plans into ~~the~~complete ~~Trust~~a ~~Account~~Business ofCombination ~~$10,390,~~will ~~and~~be ~~change in fair value of over-allotment option liability of $134,105~~successful.

18Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 11, 2020 (inception) through June 30, 2022 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 generate

~~Table of Contents~~non-operating

income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~Liquidity~~For the three months ended June 30, 2022, we had a net loss of $67,476, which consists of formation and ~~Capital~~operational ~~Resources~~costs of $353,232, and unrealized loss on marketable securities held in Trust Account of $142,175, offset by change in fair value of warrant liability of $20,948 and interest earned on marketable securities held in the Trust Account of $406,983.

OnFor ~~February~~the six months ended June 830, ~~2021~~2022, we ~~consummated~~had ~~the~~a ~~Initial~~net ~~Public~~loss ~~Offering~~ of 15$107,~~000~~585,~~000~~ ~~Units~~which atconsists ~~$10.00~~of ~~per~~formation ~~Unit,~~and ~~generating~~operational ~~gross~~costs ~~proceeds~~ of $~~150~~759,~~000~~449,~~000.~~ ~~Simultaneously~~and ~~with~~unrealized ~~the~~loss ~~closing~~on ofmarketable ~~the~~securities ~~Initial~~held ~~Public~~in ~~Offering,~~Trust weAccount ~~consummated~~of ~~the~~$122,978, ~~sale~~offset ofby ~~430,000~~change ~~Private~~in ~~Placement~~fair ~~Unit~~value aof ~~price~~warrant liability of $~~10.00~~323,024 ~~per~~and ~~Private~~interest ~~Placement~~earned ~~Unit~~on inmarketable asecurities ~~private~~held ~~placement~~in to the ~~Sponsor~~Trust ~~generating~~Account ~~gross proceeds~~ of $4451,~~300,000~~818.

OnFor ~~February~~the three months ended June 1830, 2021, inwe ~~connection~~had ~~with~~a ~~the~~net ~~underwriters’~~loss ~~exercise~~ of ~~their over-allotment option in full~~$291,365, wewhich ~~consummated~~consists ~~the sale~~ of anformation ~~additional~~and ~~2,250,000~~operational ~~Units~~costs ~~at a price~~ of $~~10.00~~289,297 ~~per~~and ~~Unit,~~change ~~generating~~in ~~total~~fair ~~gross~~value ~~proceeds~~of warrant liability of $2221,~~500~~375,~~000.~~ Inoffset ~~addition,~~by weinterest ~~also~~earned ~~consummated~~on ~~the~~marketable ~~sale~~securities ofheld anin ~~additional~~the ~~45,000~~Trust ~~Private~~Account ~~Units~~of at $~~10.00~~19,301 ~~per~~and ~~Private~~interest ~~Unit,~~income ~~generating~~from ~~total~~the ~~gross~~bank ~~proceeds~~ of $~~450,000~~6.

~~Following~~For the ~~Initial~~six ~~Public~~months ~~Offering~~ended June 30, ~~the~~2021, ~~full~~we ~~exercise~~had ofa ~~the~~net ~~over-allotment~~loss ~~option~~of $332,315, which consists of formation and ~~the~~operational ~~sale~~costs of ~~the~~$509,564 ~~Private~~and ~~Units,~~transaction acosts ~~total~~associated with the Initial Public Offering of $~~172~~17,~~500~~428,~~000~~ ~~was~~offset ~~placed~~by change in ~~the~~fair ~~Trust~~value ~~Account.~~of Wewarrant ~~incurred~~liability of $330,~~916~~875,~~059~~ change in ~~Initial~~fair ~~Public~~value ~~Offering~~of ~~related~~overallotment ~~costs,~~liability ~~including~~of $3134,~~450~~105,~~000~~ ofinterest ~~underwriting~~earned ~~fees~~on ~~and~~marketable securities held in the Trust Account of $~~466~~29,~~059~~691 ofand ~~other~~interest ~~costs~~income from the bank of $6.

~~For~~18 the three months ended March 31, 2022, cash used in operating activities was $427,595. Net loss of $40,109 was affected by change in fair value of warrant liability of $302,076, interest earned on marketable securities held in the Trust Account of $44,835, and unrealized gain on marketable securities held in Trust Account of $19,197. Changes in operating assets and liabilities used $21,378 of cash for operating activities.

~~For~~Table ~~the three months ended March 31, 2021, cash used in operating activities was $971,316. Net loss~~ of $40,950 was affected by transaction costs of $17,428, change in fair value of warrant liability of $52,250, interest earned on marketable securities held in the Trust Account of $10,390, and change in fair value of overallotment liability of $134,105. Changes in operating assets and liabilities used $751,049 of cash for operating activities. Contents

AsLiquidity ofand ~~March 31,~~Capital ~~2022,~~Resources we had marketable securities held in the Trust Account of $172,625,112 (including $44,835 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 March 31, 2022, we have not withdrawn any interest earned from the Trust Account.

WeOn ~~intend~~February 8, to2021, ~~use~~we ~~substantially~~consummated ~~all of~~ the ~~funds~~Initial ~~held~~Public inOffering ~~the~~of ~~Trust Account~~15,000,000 ~~including~~Units ~~any~~at ~~amounts~~$10.00 ~~representing~~per ~~interest~~Unit, ~~earned~~generating ongross ~~the~~proceeds ~~Trust~~of ~~Account (less income taxes payable)~~$150,000,000. toSimultaneously ~~complete~~with ~~our~~the ~~Business~~closing ~~Combination.~~of To the ~~extent~~Initial ~~that~~Public ~~our~~Offering, ~~capital~~we ~~stock~~consummated orthe ~~debt~~sale isof ~~used~~430,000 inPrivate ~~whole~~Placement orUnit ina ~~part,~~price asof ~~consideration~~$10.00 toper ~~complete~~Private ~~our~~Placement ~~Business~~Unit ~~Combination, the remaining proceeds held~~ in ~~the~~a ~~Trust~~private ~~Account~~placement ~~will be used as working capital~~ to ~~finance~~ the ~~operations~~Sponsor ofgenerating ~~the~~gross ~~target~~proceeds ~~business~~of ~~or businesses~~$4, ~~make other acquisitions and pursue our growth strategies~~300,000.

AsOn ~~of March~~February 3118, ~~2022~~2021, wein ~~had~~connection ~~cash~~with ofthe ~~$30,094.~~underwriters’ Weexercise ~~intend~~of totheir ~~use~~over-allotment ~~the~~option ~~funds~~in ~~held~~full, ~~outside~~we consummated the ~~Trust~~sale ~~Account~~of ~~primarily~~an toadditional ~~identify and evaluate target businesses~~2,250,000 ~~perform~~Units ~~business~~at ~~due~~a ~~diligence~~price onof ~~prospective~~$10.00 ~~target~~per ~~businesses~~Unit, ~~travel~~generating tototal ~~and~~gross ~~from~~proceeds ~~the~~of ~~offices~~$22,500,000. ~~plants~~In oraddition, ~~similar~~we ~~locations~~also ofconsummated ~~prospective~~the ~~target~~sale ~~businesses~~of oran ~~their~~additional ~~representatives or owners~~45,000 ~~review~~Private ~~corporate~~Units ~~documents~~at ~~and~~$10.00 ~~material~~per ~~agreements~~Private ~~of prospective target businesses~~Unit, ~~and~~generating ~~structure,~~total ~~negotiate~~gross ~~and~~proceeds ~~complete~~of ~~a Business Combination~~$450,000.

InFollowing ~~order~~the toInitial ~~fund~~Public ~~working capital deficiencies or finance transaction costs in connection with a Business Combination~~Offering, the ~~Sponsor,~~full orexercise ~~certain~~ of ~~our~~the ~~officers~~over-allotment ~~and directors or their affiliates may~~option, ~~but~~and ~~are~~the ~~not~~sale ~~obligated~~of ~~to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In~~ the ~~event~~Private ~~that a Business Combination does not close~~Units, ~~we may use~~ a ~~portion~~total of ~~the~~$172,500,000 ~~working~~was ~~capital~~placed ~~held~~in ~~outside~~ the Trust Account. toWe ~~repay~~incurred ~~such~~$3,916,059 ~~loaned~~in ~~amounts~~Initial ~~but~~Public noOffering ~~proceeds~~related ~~from~~costs, ~~our~~including ~~Trust~~$3,450,000 ~~Account~~of ~~would~~underwriting befees ~~used~~and ~~for~~$466,059 ~~such~~of ~~repayment~~other costs.

For the ~~three~~six months ended ~~March~~June 3130, 2022, wecash ~~determined~~used ~~that~~in ~~there~~operating activities was ~~substantial doubt about our ability to continue as a going concern through one year from the date of the March 31~~$507, ~~2022 report~~017. WeNet ~~will~~loss ~~need~~of ~~to raise additional capital through loans or additional investments from our Sponsor~~$107,585 ~~officers~~was oraffected ~~directors.~~by ~~Our~~change ~~Sponsor,~~in ~~officers~~fair orvalue ~~directors~~of ~~may,~~warrant ~~but~~liability ~~are~~of ~~not obligated to~~$323, ~~loan us funds~~024, ~~from~~interest ~~time~~earned toon ~~time~~marketable orsecurities atheld ~~any time,~~ in ~~whatever~~the ~~amount~~Trust ~~they~~Account ~~deem~~of ~~reasonable in their sole discretion~~$451, ~~to meet our working capital needs. Accordingly~~818, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and ~~reducing~~unrealized ~~overhead~~gain ~~expenses. We cannot provide any assurance that new financing will be available to us~~ on ~~commercially~~marketable ~~acceptable~~securities ~~terms,~~held ~~if at all. These conditions resulted~~ in ~~the~~Trust ~~conclusion~~Account ~~that there is substantial doubt about our ability to continue as a going concern through February 8, 2023, the date that we will be required to cease all operations, except for the purpose~~ of ~~winding up~~$122, ~~if a Business Combination is not consummated~~978. ~~Our~~Changes ~~consolidated~~in ~~financial~~operating ~~statements do not include any adjustments relating to the recovery of the recorded~~ assets orand ~~the classification of the~~ liabilities ~~that~~provided ~~might be necessary should we be unable to continue as a going concern.~~ $

19 252,432

~~Table~~ of ~~Contents~~cash for operating activities.

~~Off-Balance~~For the six months ended June 30, 2021, cash used in operating activities was $1,075,706. Net loss of $332,315 was affected by interest earned on marketable securities held in the Trust Account of $29,691, change in fair value of warrant liability of $30,875, change in fair value of overallotment liability of $134,105 and transaction costs associated with the Initial Public Offering of $17,428. Changes in operating assets and liabilities used $566,148 of cash for operating activities.

~~off-~~As of June 30, 2022, we had marketable securities held in the Trust Account of $172,719,634 (including $219,634 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 June 30, 2022, we have withdrawn an amount of $170,286 interest earned from the Trust Account.

~~off-balance~~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.

~~off-balance~~As of June 30, 2022, we had cash of $180,958. 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.

~~non-financial~~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.

~~Contractual~~For ~~obligations~~the three and six months ended June 30, 2022, we determined that there was substantial doubt about our ability to continue as a going concern through one year from the date of the June 30, 2022 report. We will need to raise additional capital through loans or additional investments from our Sponsor, officers or directors. Our Sponsor, officers or directors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions resulted in the conclusion that there is substantial doubt about our ability to continue as a going concern through February 8, 2023, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. Our consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

We19 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.

WeTable ~~engaged EarlyBirdCapital, the representative~~ of the underwriters in the Initial Public Offering, as an advisor in connection with our Business Combination to assist in holding meetings with our stockholders to discuss the potential Business Combination and the target business’ attributes, introduce, introduce us to potential investors that are interested in purchasing our securities in connection with our 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. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $6,037,500 (exclusive of any applicable finder’s fees which might become payable). Contents

~~Critical Accounting Policies~~ Off-Balance

Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered

The preparation of condensed consolidated 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: off-balance

sheet arrangements as of June 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating

~~Convertible Instruments~~ off-balance

sheet arrangements. We have not entered into any

~~Derivatives and Hedging Activities~~off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

~~“ASC No.~~non-financial

assets.

~~815”~~Contractual obligations

reWe do not have any long-~~measured~~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.

~~Warrant~~We ~~Liabilities~~engaged EarlyBirdCapital, the representative of the underwriters in the Initial Public Offering, as an advisor in connection with our Business Combination to assist in holding meetings with our stockholders to discuss the potential Business Combination and the target business’ attributes, introduce, introduce us to potential investors that are interested in purchasing our securities in connection with our 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. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $6,037,500 (exclusive of any applicable finder’s fees which might become payable).

~~815-40~~Critical Accounting Policies

~~re-measurement~~The preparation of condensed consolidated 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:

~~Common~~Convertible ~~Stock~~Instruments ~~Subject to Possible Redemption~~

The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815,

~~The~~Derivatives 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 isHedging ~~measured~~Activities 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 March 31, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

(

20“ASC No.

~~Table of Contents~~ 815”

~~Net Income (Loss) Per Common Share~~ re-measured

~~Net~~Warrant ~~income~~Liabilities (loss) per common share 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. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value.

We account for the Warrants in accordance with the guidance contained in

~~Recent Accounting Standards~~ ASC815-40

under which the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Private Placement Warrants as liabilities at their fair value and adjust the Private Placement Warrants to fair value at each reporting period. This liability is subject to

~~2020~~re-~~06, “Debt—Debt~~measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our condensed consolidated statements of operations. The Private Placement Warrants are valued using binomial lattice model.

~~470-20)~~Common Stock Subject to Possible Redemption

~~815-40~~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 June 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

~~2020-06”),~~20

~~2020-06~~Table of Contents

~~2020-06~~Net Income (Loss) Per Common Share

~~The~~Net ~~Company’s~~income ~~management~~(loss) ~~does~~per ~~not~~common ~~believe~~share ~~that~~is ~~any~~computed ~~other~~by ~~recently~~dividing ~~issued,~~net ~~but~~income ~~not~~(loss) ~~yet~~by ~~effective,~~the ~~accounting~~weighted ~~standards~~average ifnumber ~~currently~~of ~~adopted~~common ~~would~~shares ~~have~~outstanding afor ~~material~~the ~~effect~~period. onNet income (loss) per share of common stock is calculated by dividing net income (loss) by the ~~accompanying~~weighted ~~unaudited~~average ~~condensed~~number ~~consolidated~~of ~~financial~~shares ~~statements~~of common stock outstanding for the respective period. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value.

~~Item 3.~~Recent ~~Quantitative~~Accounting ~~and~~Standards ~~Qualitative Disclosures About Market Risk~~

In August 2020, the FASB issued ASU No.

~~Not required for smaller reporting companies.~~ 2020-06, “Debt—Debt

with Conversion and Other Options (Subtopic

~~Item 4. Controls and Procedures~~470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

~~Evaluation of Disclosure Controls and Procedures~~ 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”

~~Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded~~(“ASU2020-06”), 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.

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

~~13a~~ASU2020-1506

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

~~15d~~areas. ASU2020-1506

10ASU2020-Q06

would have on its financial position, results of operations or cash flows.

~~Management~~The ~~intends~~Company’s tomanagement ~~implement~~does ~~remediation~~not ~~steps~~believe tothat ~~improve~~any ~~our~~other ~~disclosure~~recently ~~controls~~issued, ~~and~~but ~~procedures~~not ~~and~~yet ~~our internal control over financial reporting. Specifically~~effective, ~~we intend to expand and improve our review process for complex securities and related~~ accounting standards. Weif ~~have~~currently ~~improved~~adopted ~~this~~would ~~process~~have bya ~~enhancing~~material ~~access~~effect toon ~~accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with~~ the ~~requisite~~accompanying ~~experience~~unaudited ~~and~~condensed ~~training~~consolidated tofinancial ~~supplement existing accounting professionals~~statements.

~~Management’s~~Item 3. ~~Report~~Quantitative onand ~~Internal~~Qualitative ~~Controls~~Disclosures ~~Over~~About ~~Financial~~Market ~~Reporting~~Risk

~~10-Q~~Not required for smaller reporting companies.

~~Changes~~Item 4. inControls ~~Internal~~and ~~Control~~Procedures ~~over Financial Reporting~~

~~13a-15(f)~~Evaluation of Disclosure Controls and Procedures

~~15d-15(f)~~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.

As required by Rules

21 13a-15

and

~~Table of Contents~~15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that 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 and fair value instruments, including fair value measurement. 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

~~PART II—OTHER INFORMATION~~ 10-Q

present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

~~Item 1A~~Management intends to implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. ~~Risk~~Specifically, ~~Factors~~we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

~~10-K,~~Management’s Report on Internal Controls Over Financial Reporting

This Quarterly Report on Form

10-Q

does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in ~~applicable~~Internal ~~laws~~Control orover ~~regulations,~~Financial ~~including~~Reporting the SEC’s proposed new rules regarding SPAC transactions (if adopted), or a failure to comply with any applicable laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results of operations.

There were no changes in our internal control over financial reporting (as such term is defined in Rules

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination and results of operations. 13a-15(f)

and

~~On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies~~ 15d-15(~~“SPACs”~~f) ~~and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use~~ of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our Business Combination and may significantly increase the costs and time related thereto.

the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2221

~~Item 2.~~PART ~~Unregistered~~II—OTHER ~~Sales~~INFORMATION ~~of Equity Securities and Use of Proceeds.~~

~~S-1~~Item 1A. Risk Factors

~~333~~As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-~~252010)~~K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, except as set forth below. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

~~one-half~~We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock after December 31, 2022.

~~The~~On ~~Private~~August 16, ~~Warrants~~2022, ~~are~~President ~~identical~~Biden tosigned into law the ~~warrants~~Inflation ~~underlying~~Reduction ~~the~~Act ~~Units~~of ~~sold~~2022 in(H.R. 5376) (the ~~Initial~~“IRA”), ~~Public~~which, ~~Offering~~among other things, ~~except~~imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the ~~Private~~“Excise ~~Warrants~~Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities will trade on Nasdaq following the date of this prospectus, we will be a “covered corporation” within the meaning of the IRA following this offering. While not ~~transferable~~free from doubt, ~~assignable~~absent orany ~~salable~~further ~~until~~guidance from Congress, the Excise Tax may apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial business combination, unless an exemption is available. Issuances of securities in connection with our initial business combination transaction (including any PIPE transaction at the ~~completion~~time of aour ~~Business~~initial ~~Combination~~business combination) are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, ~~subject~~but the number of securities redeemed may exceed the number of securities issued. Consequently, the Excise Tax may make a transaction with us less appealing to ~~certain~~potential ~~limited~~business ~~exceptions~~combination targets. Further, the application of the Excise Tax in the event of a liquidation is uncertain.

~~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.

WeItem 2. ~~paid~~Unregistered aSales ~~total~~ of ~~$3,450,000~~Equity inSecurities ~~underwriting discounts~~ and ~~commissions~~Use ~~and~~of ~~$466,059 for other costs and expenses related to the Initial Public Offering~~Proceeds.

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-Qrunning manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-252010). The Securities and Exchange Commission declared the registration statements effective on February 3, 2021.

~~Item 5~~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 ~~Other~~per ~~Information~~Private Unit, generating total proceeds of $4,300,000. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one redeemable warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~non-interest~~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.

23On 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.

~~Table~~Of the gross proceeds received from the Initial Public Offering, the exercise of ~~Contents~~the over-allotment option and the Private Units, an aggregate of $172,500,000 was placed in the Trust Account.

~~Item 6.~~We ~~Exhibits~~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 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Legal~~Item 6. toExhibits ~~updated Exhibit and Printer will remove extra page~~

24The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Table of Contents


No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~SIGNATURES~~* Filed herewith.

InLegal ~~accordance with the requirements of the Exchange Act, the registrant caused this report~~ to beupdated ~~signed~~Exhibit onand ~~its~~Printer ~~behalf~~will byremove ~~the~~extra ~~undersigned,~~page ~~thereunto duly authorized.~~

	ASTREA ACQUISITION CORP.
Date: August 19, 2022	By:	/s/ Felipe Gonzalez
	Name:	Felipe Gonzalez
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)
Date: August 19, 2022	By:	/s/ Jose Luis Cordova
	Name:	Jose Luis Cordova
	Title:	Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SIGNATURES

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.


	ASTREA ACQUISITION CORP.

Date: October 14, 2022	By:	/s/ Felipe Gonzalez
	Name:	Felipe Gonzalez
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: October 14, 2022	By:	/s/ Jose Luis Cordova
	Name:	Jose Luis Cordova
	Title:	Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

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