Astrea Acquisition Corp. Receives Nasdaq Notification of Non-Compliance With Listing Rules
28 Mai 2021 - 10:15PM
Astrea Acquisition Corp.
(NASDAQ: ASAX) ("Astrea" or
the "Company"),
a blank check company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities, announced that
on May 25, 2021, it received a letter from the Listing
Qualifications Department of the Nasdaq Stock Market ("NASDAQ")
advising the Company that the Company does not comply with NASDAQ’s
Listing Rule 5250(c)(1) for continued listing because NASDAQ has
not received the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2021 (the “Form 10-Q”). NASDAQ has
informed the Company that it has until July 26, 2021 to submit a
plan to regain compliance with respect to this delinquent report.
If NASDAQ approves the Company's plan, it has the discretion to
grant the Company an extension of up to 180 calendar days from the
due date of the Form 10-Q (or until November 22, 2021) to regain
compliance.
On April 12, 2021, the Staff of the U.S.
Securities and Exchange Commission (the “SEC”) issued the “Staff
Statement on Accounting and Reporting Considerations for Warrants
Issued by Special Purpose Acquisition Companies (“SPACs”)” (the
“SEC Statement”), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their
warrants. As a SPAC, the Company has been re-evaluating the
accounting treatment of its warrants as equity, and determining
whether, based on the SEC Statement, such warrants should be, and
should previously have been, classified as liabilities measured at
fair value, with non-cash fair value adjustments recorded in
earnings at each reporting period. Because the Company does not
have full-time accounting and administrative staff, it is reliant
on third party accountants to perform this evaluation in order to
inform the Company’s determination. The SEC Statement has given
rise to significantly increased demand for the services of
third-party accountants, delaying resolution of this issue and
finalization of the Form 10-Q.
The Company is working diligently to complete
the Form 10-Q. If the Company is unable to file the Form 10-Q by
July 26, 2021, it intends to file a plan to regain compliance with
NASDAQ. This notification has no immediate effect on the listing of
the Company's securities on NASDAQ. There can be no assurance,
however, that the Company will be able to regain compliance with
the listing requirements discussed above or otherwise satisfy the
other NASDAQ listing criteria.
About Astrea Acquisition Corp.
Astrea Acquisition Corp. is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or
entities.
Forward Looking Statements
This press release includes certain
“forward-looking” statements, as that term is defined under the
federal securities laws. Forward-looking statements include, among
others, statements about the Company’s plans to restate its
consolidated financial statements and amend prior SEC filings, the
timing of such restatement, and the restatement’s effect on the
Company’s prior consolidated financial statements. These statements
are often, but not always, made through the use of words or phrases
such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,”
“continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,”
“potential,” “opportunity,” and similar words or phrases or the
negatives of these words or phrases. These forward-looking
statements are based on the Company’s current assumptions,
expectations, and beliefs and are subject to substantial risks,
estimates, assumptions, uncertainties, and changes in circumstances
that may cause actual results, performance, or achievements to
differ materially from those expressed or implied in any
forward-looking statement, including, among others, the timing and
nature of the final resolution of the accounting issues necessary
to complete the Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2021; any further delay in the filing of
required periodic reports with the SEC; whether a restatement of
financial results will be required for other accounting issues for
the same or other periods in addition to the restatement currently
expected by management; additional uncertainties related to
accounting issues generally; and adverse effects on the Company’s
business as a result of the restatement process. In addition,
please refer to the risk factors contained in the Company’s SEC
filings. Because the risks, estimates, assumptions and
uncertainties referred to above could cause actual results or
outcomes to differ materially from those expressed in any
forward-looking statements, you should not place undue reliance on
any forward-looking statements. Any forward-looking statement
speaks only as of the date hereof, and, except as required by law,
the Company assumes no obligation and does not intend to update any
forward-looking statement to reflect events or circumstances after
the date hereof.
Investor
Relations:
Jose Luis CordovaChief Financial OfficerAstrea
Acquisition Corp.55 Ocean Lane Drive, Apt. 3021Key Biscayne,
Florida 33149
Contact:
Felipe Gonzalez Chief Executive Officer Astrea Acquisition Corp.
info@astreaacquisitioncorp.com
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