Form DEFA14A Astrea Acquisition Corp.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 17, 2021

 

ASTREA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

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

 

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

(Address of Principal Executive Offices) (Zip Code)

 

(347) 607-8025

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Title of each class		Trading Symbol(s)		Name of each 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
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share		ASAXW		The Nasdaq Stock Market LLC

 

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

 

Emerging growth company ☒

 

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

 

 

 

Item 7.01

Regulation FD Disclosure

 

As previously disclosed, on August 9, 2021, Astrea Acquisition Corp., a Delaware corporation (“Astrea”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Astrea, Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Astrea (“HotelPlanner.com Merger Sub”), Lexyl Travel Technologies, LLC, a Florida limited liability company (“HotelPlanner.com”), Double Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of HotelPlanner.com (“Reservations.com Merger Sub”), and Benjamin & Brothers, LLC, a Florida limited liability company (“Reservations.com”).

 

On September 17, 2021, an article was published by Pursuitist regarding HotelPlanner.com and its co-founder and Chief Executive Officer Tim Hentschel. The article is furnished herewith as Exhibit 99.1.

 

The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Cautionary Note Regarding Forward Looking Statements

 

Neither Astrea, HotelPlanner.com, Reservations.com nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed business combination and related transactions between Astrea, HotelPlanner.com, and Reservations.com (“Transactions”). It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.

 

The exhibit furnished herewith includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed Transactions between Astrea, HotelPlanner.com, and Reservations.com including statements regarding the benefits of the Transactions, the anticipated timing of the Transactions, the business of HotelPlanner.com and the markets in which it operates. Astrea’s, HotelPlanner.com’s, and Reservations.com’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” “strategy,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Astrea’s, HotelPlanner.com’s, and Reservations.com’s expectations with respect to future performance and anticipated financial impacts of the proposed Transactions.

 

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Many of these factors are outside the control of Astrea, HotelPlanner.com, and Reservations.com and are difficult to predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the Transactions may not be realized; the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Astrea’s securities; the failure to satisfy the conditions to the consummation of the Transactions, including the failure of Astrea’s stockholders to approve and adopt the Merger Agreement or the failure of Astrea to satisfy the Minimum Cash Condition (as defined in the Merger Agreement) following redemptions by its stockholders; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be initiated following announcement of the Transactions; the combined company’s continued listing on Nasdaq; the risk that the proposed transaction disrupts current plans and operations of HotelPlanner.com and/or Reservations.com as a result of the announcement and consummation of the Transactions; costs related to the Transactions; changes in applicable laws or regulations; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; the impact of COVID-19 or other adverse public health developments; and other risks and uncertainties that will be detailed in the Proxy Statement and as indicated from time to time in Astrea’s filings with the Securities and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

 

Astrea, HotelPlanner.com, and Reservations.com caution that the foregoing list of factors is not exclusive. Astrea, HotelPlanner.com, and Reservations.com caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Astrea, HotelPlanner.com, nor Reservations.com undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 

Additional Information and Where to Find It

 

This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.

 

In connection with the proposed transaction between Astrea, HotelPlanner.com and Reservations.com, Astrea has filed a preliminary Proxy Statement with the SEC. Astrea plans to mail the definitive Proxy Statement to its stockholders in connection with the Transactions. INVESTORS AND SECURITYHOLDERS OF ASTREA ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HOTELPLANNER.COM, RESERVATIONS.COM ASTREA, THE TRANSACTIONS AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement (when available) and other documents filed with the SEC by Astrea through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on Astrea’s website at https://astreaacquisitioncorp.com

 

Participants in the Solicitation

 

Astrea, HotelPlanner.com Reservations.com and certain of their respective directors, executive officers, managers, members, and employees may be considered to be participants in the solicitation of proxies in connection with the Transactions. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Astrea in connection with the Transactions, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above when it is filed with the SEC. Additional information regarding Astrea’s directors and executive officers can also be found in Astrea’s final prospectus dated February 3, 2021 and filed with the SEC on February 4, 2021. These documents are available free of charge as described above.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

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

 

 

SIGNATURE

 

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

 

Dated: September 20, 2021	ASTREA ACQUISITION CORP.
	By:	/s/ Jose Luis Cordova
		Jose Luis Cordova
		Chief Financial Officer

 

 

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Exhibit 99.1

 

Pursuitist.com Profile of Tim Hentschel

 

https://pursuitist.com/tim-hentschel-travel-technology-innovator-visionary-leader/

 

Headline: Tim Hentschel – Travel Technology Innovator – Visionary Leader

 

It’s been a long and winding road for third-generation hotelier Tim Hentschel, Co-Founder & CEO of HotelPlanner, a leading travel technology company. When he launched HotelPlanner.com in 2003 in San Diego at the height of the dot-com era, he had no idea where the journey might take him. 18 years later, he recently announced plans to take his company public on NASDAQ. This is his inspiring story.

 

“When my co-founder John Prince and I started the company at age 24, it was the classic ‘business plan on a bar napkin’ kind of story you see in movies,” says Tim. “We asked ourselves over beers one night what the biggest challenge in booking hotels was and the discovery came quickly (probably after the second beer): the group travel booking experience was just awful and was ripe for disruption.”

 

Back then, you had to get in touch with multiple hotel sales managers over the phone, which could take days. Then, you had to discuss your unique hotel needs for your group, obtain oral bids and Requests for Proposal (RFPs), which were usually sent over via fax machine. Not every hotel back in 2003 even had reliable email or functioning websites. Then you had to evaluate the pros and cons of each hotel offer and finally make a decision. Bottom line, the process was time-consuming, paperwork-intensive, cumbersome and needlessly complex.

 

With that discovery, the idea for HotelPlanner was born. With just a small round of ‘angel’ funding, HotelPlanner.com was up and running as a group travel booking site. Tim focused on growing the business by taking customer calls and building personal relationships with individual hotel partners. John focused on creating a cutting-edge online group reservations platform.

 

“Within a few short years, Priceline offered to buys us out for $15 million, which was more money than I ever imagined at the time, but I declined. We were just getting started with our vision and growth strategy for the company. The last thing I wanted to do was sell. I wanted to build.”

 

And build he did.

 

 

 

By 2009, Tim had signed deals with Travelocity and Orbitz as hotel booking partners for group travel. This meant that the HotelPlanner.com ‘white label’ booking engine was embedded within Travelocity and Orbitz whenever a customer needed group travel reservations, which is typically defined as more than 9 rooms. In 2010, Tim signed similar deals with Expedia and Hotels.com.

 

 

By 2011, Tim was ready to turn HotelPlanner into a truly national brand. So, he decided to relocate the company to West Palm Beach, Florida, which has a business-friendly environment and reputation for supporting technology firms.

 

 

 

Caption: HotelPlanner staff and West Palm Beach Mayor Kevin James at a recent

Meet & Greet at HotelPlanner’s global headquarters. (Tim Hentschel not present)

 

By 2012, Tim thought the company was ready to expand globally so he opened his first international office in the UK to serve European customers.

 

“I’m a very hands-on leader who likes to get into the details and leave no stone unturned. And there is only so much you can manage from across the pond, so my family and I moved to London because I wanted to oversee our business development there and help grow our EU footprint.”

 

In 2019, Tim moved from London to Singapore and opened an office there to expand the HotelPlanner footprint overseas, with the goal of building relationships and business in the Asia-Pacific region. He soon acquired both the VenueExplorer.com and EventConnect.com domain names, adding to HotelPlanner’s inventory of venue and event space sites.

 

...and then came the worst global pandemic in a century.

 

 

 

 

Tim’s Pandemic Pivot

 

As the pandemic began to take hold in early 2020, many HotelPlanner customers found great comfort in speaking to an actual person, not a chatbot or pre-recorded voice. Despite the reduction in travel, the company was receiving a significant increase in customer calls.

 

“We soon realized that as long as our call center agents had a reliable WiFi connection from home, they could still provide the same quality of customer service. Incidentally, we also had a lot of friends and family furloughed or laid off who were looking for ways to earn extra income while working from home.”

 

In May 2020, Tim’s solution was to launch a global gig-based travel agent reservations platform where remote agents can take customer calls from anywhere at any time. Ever the innovator, Tim pioneered this concept for HotelPlanner as a way to provide even better service from an online travel agency.

 

“Our high-performing remote agents can earn up to $30-40/hour. If you’re a skilled salesperson, this can really be a terrific remote work opportunity. And that money will stay local to wherever the agent resides.”

 

“Our gig-based agents are truly sales drivers, not overhead. This is a different model from traditional call centers. Our biggest operational challenge right now is activating and training them even faster because we have so much interest.”

 

Tim Hentschel’s inspiring story is just one example of what’s possible when a creative business leader thinks big and embraces innovative solutions to solving unique challenges.

 

“It’s been an incredible 18-year journey for me and my company. I’m excited for what lies ahead the next few decades.”

 

 

 

#     #     #

 

Tim Hentschel is Co-Founder & CEO, HotelPlanner, a leading travel technology company

 

 

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