~~UNITED~~United ~~STATES~~States

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of the

OFSecurities ~~THE~~Exchange ~~SECURITIES~~Act ~~EXCHANGE~~of ~~ACT OF~~ 1934

~~Date~~October ~~of Report (Date of earliest event reported): August 29~~14, 2022

Date ~~ASTREA~~of ~~ACQUISITION~~Report ~~CORP.~~(Date of earliest event reported)

~~(Exact~~Astrea ~~Name~~Acquisition ~~of Registrant as Specified in Charter)~~Corp.

Delaware		001-39996		85-2609730
(State or Other Jurisdictionof Incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

(Exact Name of Registrant as Specified in its Charter)

55 Ocean Lane Drive, Apt. 3021

Delaware		001-39996		85-2609730
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Key Biscayne, Florida 33149

55 Ocean Lane Drive, Apt. 3021

Key Biscayne, Florida

33149

(Address of Principal Executive Offices)

(Zip Code)

(Address of Principal Executive Offices) (Zip Code)

(347) 607-8025

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including area ~~Area Code)~~code:

~~Not Applicable~~N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since last ~~Last Report~~report)

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ☒

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

Item 2 1.0301. ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~ Agreement.

OnEffective ~~August 29~~October 14, 2022, Astrea ~~each~~Acquisition ofCorp. (~~i) Felipe~~the ~~Gonzalez~~“SPAC”), ~~the Chief Executive Officer of~~ Astrea Acquisition ~~Corp.~~Sponsor LLC (the “~~Company~~Sponsor”), and Sports Masters Management LLC (ii“SMM”) ~~Jose~~entered ~~Luis~~into ~~Cordova,~~a Strategic Partnership Agreement (the ~~Company’s~~“Agreement”). ~~Chief~~The ~~Financial~~Agreement ~~Officer~~provides that, upon the terms and ~~(iii) a~~subject ~~member~~to ofthe ~~Astrea~~conditions ~~Acquisition~~set ~~Sponsor~~forth ~~LLC~~in the Agreement, the ~~Company’s~~Sponsor ~~sponsor,~~agreed ~~loaned~~to transfer to SMM 4,227,500 shares of the ~~Company~~common stock, par value $~~20,000~~0.0001 per share of the SPAC (orthe an“Founders ~~aggregate~~Shares) ofowned ~~$60~~by the Sponsor. In exchange,~~000)~~ SMM agreed to make certain loans to the SPAC for working capital purposes. ~~The~~and ~~loans~~to ~~are~~assume ~~evidenced~~responsibility byfor ~~promissory~~the ~~notes~~day-to-day (operations of the ~~“Notes”)~~SPAC. ~~which~~Sponsor ~~are~~and ~~non-interest~~SMM agree ~~bearing~~that ~~and~~they ~~payable~~will ~~upon~~cooperate with respect to the ~~consummation~~operations byof the ~~Company~~SPAC after Closing including the identification of a ~~merger~~business combination target, ~~share~~negotiating ~~exchange,~~and ~~asset~~documenting ~~acquisition,~~the orterms ~~other~~of ~~similar~~a business combination ~~with~~and ~~one~~all orSecurities ~~more~~and ~~businesses~~Exchange orCommission ~~entities~~and (aother ~~“Business~~regulatory filings. ~~Combination”)~~The Sponsor also agreed that the Services Agreement between the Sponsor and the SPAC would be terminated effective upon the transfer. The parties have further agreed that SPAC working capital needs during the period from Closing to the consummation of the business combination shall be financed by SMM and will be evidenced by promissory notes to be entered into between the SPAC and SMM which will be payable upon consummation of the business combination.

IfEffective ~~the~~October ~~Company~~14, ~~does not consummate a Business Combination~~2022, the board ~~Notes~~of ~~will~~directors ~~not~~of bethe ~~repaid~~SPAC ~~and~~was ~~all~~increased ~~amounts~~by ~~owed~~one ~~under~~member ~~the~~and ~~Notes~~Catullus ~~will~~Helmer bebecame ~~forgiven~~a ~~except~~member toof the ~~extent~~board. ~~that~~Additionally, ~~the~~effective ~~Company~~October 14, ~~has~~2022, ~~funds~~Felipe ~~available~~Gonzalez toand itJose ~~outside~~Luis ofCordova ~~its~~resigned ~~trust~~officers ~~account~~of ~~established~~the inSPAC ~~connection~~and ~~with~~Catullus ~~the~~Helmer ~~initial~~and ~~public~~Nicolas ~~offering~~Jacobson ~~(the~~were ~~“Trust~~appointed to ~~Account”).~~replace them.

~~The~~A ~~foregoing~~copy ~~summary~~ of the ~~Notes~~Agreement is ~~qualified~~attached inhereto ~~its entirety by reference to the text of the form of Note, which is filed~~ as anExhibit 1.1 ~~exhibit hereto~~ and is incorporated herein by reference ~~herein~~.

Item 9 5.0102 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~(d)~~Effective ~~Exhibits:~~October 19, 2022, each of Mohsen Moazami, Hector F. Sepulveda Reyes Retana and Juan Santodomingo Diaz resigned from the SPAC’s Board of Directors. Such individuals resignations were not the result of any disagreement with the SPAC on any matter relating to the SPAC’s operations, policies, or practices. The SPAC intends on replacing these individuals with independent directors who have not yet been selected.

Exhibit		Description
10.1		Form of Promissory Note dated August 29, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Effective October 14, 2022 and pursuant to the terms of the Agreement, Felipe Gonzalez and Jose Luis Cordova resigned as Chief Executive Officer and Chief Financial Officer, respectively, of the SPAC and Catullus Helmer and Nicolas Jacobson were appointed as their replacements. Mr. Helmer, age 44, is an accomplished finance professional with senior experience at the intersection of finance and policy. He is the Co-Founder of Enovid, a strategic advisory firm. Previously, he served as Senior Advisor to the Prime Minister of Kazakhstan. In this capacity he served as in-house strategic counsel to the Prime Minister. Mr. Helmer served as Executive Director of the Kazakhstan Hong Kong Development Fund, a private equity fund established by the Sovereign Wealth Fund of the Republic of Kazakhstan and leading Hong Kong investors. Mr. Helmer started his career as an investment banker focused on Mergers and Acquisitions, based in London and Hong Kong. Mr. Jacobson, age 33, Nicolas is a finance football specialist with a background in due diligence for mergers and acquisitions of private and listed businesses, as well as capital market transactions. He has advised on over 20 football projects with domestic and overseas buyers across a number of leagues, including recent projects with, Leeds United, Burnley, Reading and Blackpool, as well as projects for other sub-sectors including governing bodies, golf, basketball and sports retail/branding. He is a member of the Sports Invest UK team and has acted as the primary financial and commercial consultant for a Belgium Professional Football Club. Mr. Jacobson started his career at BDO based in London qualifying as a chartered accountant and sat on BDO’s national strategy and advisory board for sports.

1Effective October 14, 2022, Catullus Helmer was also appointed to the Board of Directors of the SPAC. Mr. Helmer was appointed to Class 2 of the Board. It has not yet been determined what, if any, committees Mr. Helmer will serve on.

~~SIGNATURE~~Item 8.01 Other Events

~~Pursuant~~On toOctober 20, 2022, the ~~requirements~~SPAC received ofnotification ~~the~~from ~~Securities~~Nasdaq ~~Exchange~~that ~~Act~~since ofits ~~1934,~~late ~~the~~Form ~~registrant~~10-Q ~~has~~had ~~duly~~been ~~caused~~filed ~~this~~with ~~report~~the toSecurities beand ~~signed~~Exchange onCommission, ~~its~~it ~~behalf~~was byback in ~~the~~compliance ~~undersigned~~with ~~hereunto~~the ~~duly~~Nasdaq ~~authorized.~~Listing Rules.

~~Dated:~~Item ~~October 12,~~9.01. ~~2022~~Financial Statements and Exhibits.

ASTREA ACQUISITION CORP. By: /s/ Felipe Gonzalez Name: Felipe Gonzalez Title: Chief Executive Officer

Exhibit No.		Description

1.1		Strategic Partnership Agreement
104		Cover page interactive data file (inbeddded within the Inline XBRL document)

2 1

SIGNATURES

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

Dated: October 20, 2022

ASTREA ACQUISITION CORP.

By:	/s/ Catullus Helmer
Name:	Catullus Helmer
Title:	Chief Executive Officer

Filing Compare · Astrea Acquisition Corp.