| 2022-12-07 |
股东大会：
将于2022-12-22召开股东大会
会议内容 ▼▲
- 1.Charter Amendment Proposal — To adopt an amendment to our amended and restated certificate of incorporation (the “Charter” or “Certificate of Incorporation”) in the form attached hereto as Annex A to (i) change the date by which we must consummate our initial business combination from February 8, 2023 (24 months after the closing of our IPO) (the “Original Termination Date”) to the time and date immediately following the filing of such amendment with the Secretary of State of the State of Delaware, or the “Accelerated Termination Date”, (ii) remove the redemption limitation to allow us to redeem public shares (as defined below) notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001. We refer to this proposal as the “Charter Amendment Proposal.”
2.Trust Amendment Proposal — To amend our investment management trust agreement, dated February 3, 2021, with Continental Stock Transfer & Trust Company, as trustee, or the “Trust Agreement,” pursuant to an amendment in the form attached hereto as Annex B, to change the date on which the trustee must commence liquidation of the trust account established in connection with our initial public offering to the time and date immediately following the Accelerated Termination Date. We refer to this proposal as the “Trust Amendment Proposal.”
3.Adjournment Proposal — To approve one or more adjournments of the meeting from time to time, if necessary or appropriate (as determined by our board of directors or the chairperson of the meeting), including to solicit additional proxies to vote in favor of the other items of business identified above, in the event that there are insufficient votes at the time of the meeting to establish a quorum or approve the first and second items of business identified above. We refer to this proposal as the “Adjournment Proposal.”
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| 2022-01-28 |
股东大会：
将于2022-02-15召开股东大会
会议内容 ▼▲
- 1.To adopt and approve the Agreement and Plan of Merger dated as of August 9, 2021 (as amended or supplemented from time to time, 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”), and the transactions contemplated by the Merger Agreement (collectively, the “Transactions”). A copy of the Merger Agreement is attached to the accompanying proxy statement as Annex A-1. Pursuant to the Merger Agreement, following completion (“Closing”) of the Transactions, the Company will be organized in an umbrella partnership C corporation (“Up-C”) structure, in which (1) HotelPlanner.com will own substantially all of the assets and business of HotelPlanner.com and Reservations.com and (2) Astrea, to be renamed HotelPlanner Inc. (the “Company”), will be the holding company for the combined enterprise’s business, holding a minority of the HotelPlanner.com Common Units, and its assets, which currently consist of cash both within and outside of its trust account, will be distributed to HotelPlanner.com after payment of transactional expenses and funds to Astrea’s public stockholders exercising their redemption rights described herein. Following the Closing, interests in HotelPlanner.com will be Astrea’s sole asset and Astrea will be the sole manager of HotelPlanner.com, all as described in more detail in the attached proxy statement. We refer to this proposal as the “Business Combination Proposal.”
2.Assuming each other Condition Precedent Proposal is approved, to approve the second amended and restated certificate of incorporation of the Company (the “Proposed Charter”) which, if approved, would take effect upon the Closing (we refer to this proposal as the “Charter Amendment Proposal”);
3.The Advisory Charter Proposals — Assuming the Condition Precedent Proposals are approved, to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as five (5) sub-proposals (which we refer to collectively as the “Advisory Charter Proposals”):(a)o reclassify Astrea’s capital stock and to increase the total number of authorized shares and classes of stock from a total of 51,000,000 shares, par value $0.0001 per share, consisting of 50,000,000 shares of common stock and 1,000,000 shares of preferred stock, to a total of 380,000,000 shares, par value $0.0001 per share, consisting of (i) 375,000,000 shares of common stock, including (x) 300,000,000 shares of Class A Common Stock, and (y) 75,000,000 shares of Class B Common Stock, and (ii) 5,000,000 shares of preferred stock; and to create a Class B Common Stock that will not convey any economic rights, but will entitle its holders to vote on all matters to be voted on by stockholders generally (we refer to this as “Advisory Charter Proposal A”);(b)To provide that the Company Board shall have the power to make, alter or amend or repeal any bylaw, but subject to the right of stockholders to alter or repeal any such bylaw; and to further provide that no bylaw made, altered or amended by the stockholders will retroactively invalidate any prior act of the Company Board that would have been valid if such bylaw had not been made, altered, or amended by the stockholders (we refer to this as “Advisory Charter Proposal B”);(c)To provide that, except as otherwise expressly permitted by the terms of any series of preferred stock permitting the holders of such series of preferred stock to call a special meeting of the holders of such series, special meetings of the stockholders of the Company may be called only by the chairman of the Company Board, the chief executive officer of the Company, or the Company Board; and the ability of the stockholders to call a special meeting of the stockholders is specifically denied (we refer to this as “Advisory Charter Proposal C”);(d)To provide that removal of one or more directors for cause requires the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Company following the consummation of the Business Combination, voting together as a single class (we refer to this as “Advisory Charter Proposal D”);(e)To provide that no stockholders holding less than forty percent (40%) of the total issued stock of the Company will be entitled to examine the books of account or documents or papers or vouchers of the Company, except by a resolution of the Company Board giving such privileges; however, this provision shall not restrict the examination of such corporate records as are by statute open to the inspection of stockholders (we refer to this as “Advisory Charter Proposal E”).
4.Assuming each other Condition Precedent Proposal is approved, to approve, for the purposes of complying with the applicable listing rules of the Nasdaq Capital Market (“Nasdaq”), the issuance or potential issuance of more than 20% of our issued and outstanding common stock and the issuance of shares of common stock resulting in a “change of control” under Nasdaq rules (we refer to this proposal as the “Nasdaq Proposal”);
5.Assuming each other Condition Precedent Proposal is approved, to elect eleven (11) directors, effective upon the Closing, to serve as directors of the Company for terms expiring at the 2022, 2023 and 2024 annual meetings of stockholders of the Company, each to serve until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement or removal (we refer to this proposal as the “Director Election Proposal”);
6.Assuming the Condition Precedent Proposals are approved, to approve the HotelPlanner Inc. 2021 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement as Annex C (we refer to this proposal as the “Incentive Plan Proposal”);
7.Assuming the Condition Precedent Proposals are approved, to approve the HotelPlanner Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement as Annex D (we refer to this proposal as the “ESPP Proposal”);
8.To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies, if a postponement or adjournment is required by applicable law, or if it is determined by Astrea, HotelPlanner.com and Reservations.com that more time is necessary to satisfy the conditions to closing the Transactions (we refer to this proposal as the “Adjournment Proposal”).
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