BROG SEC filings, in plain English
Everything Twelve Seas Investment Co has filed with the SEC that we hold — 40 filings, newest first, 20 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: This document is a Current Report on Form 8-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, reporting the submission of matters to a vote of security holders and the consummation of a business combination. According to the filing, on December 19, 2019, shareholders holding 19,833,219 shares (approximately 74.06% of the 26,779,000 ordinary shares issued and outstanding as of the November 15, 2019 record date) cast votes. Proposal 1 received 18,939,624 votes for and 893,595 against. Proposal 2 received 18,939,624 votes for and 893,595 against. Proposal 3 received 18,938,124 votes for and 895,095 against. In connection with the closing, holders of 16,997,181 ordinary shares sold in the initial public offering exercised redemption rights at $10.31684239 per share for an aggregate redemption amount of approximately $175.36 million. The filing also notes that 1,035,000 ordinary shares were forfeited by certain pre-IPO shareholders. Conversion mechanics dictate that each outstanding ordinary share exchanges for one ordinary share of Brooge Holdings, each warrant exchanges for one warrant, each right converts into one-tenth of an ordinary share rounded down to the nearest whole share, and each unit breaks into one ordinary share, one warrant, and one-tenth of an ordinary share. Effective Monday, December 23, 2019, the Company’s securities ceased trading and Brooge Holdings’ ordinary shares and warrants began trading on The Nasdaq Stock Market under “BROG” and “BROGW.” Why it matters: The consummation concludes the redemption deadline without requiring an extension, distributing $175.36 million in exit liquidity at $10.31684239 per share and locking in the post-transaction capital structure before Nasdaq listing. The 1,035,000-share forfeiture by pre-IPO holders adjusts residual ownership concentration ahead of public trading. Regarding substantive business developments, the filing reports the merger encompasses Brooge Holdings Limited, Brooge Merger Sub Limited, and Brooge Petroleum And Gas Investment Company FZE, indicating the combined public entity (renamed BPGIC International) operates as a petroleum and gas investment platform under the newly adopted ticker symbols. The December 20, 2019 press release attached as Exhibit 99.2 confirms these corporate transitions and operational scope.
What changed: Twelve Seas Investment Company filed a report dated December 18, 2019. The captured text contains the cover page and the ADDITIONAL INFORMATION legend; the Item number and the substance of the reported event fall outside it. The cover records the security structure — units of one ordinary share, one right and one warrant (BROGU), ordinary shares (BROG), rights exchangeable into one-tenth of an ordinary share (BROGR) and warrants exercisable at $11.50 (BROGW) — and the legend restates the Form F-4 registration statement filed by Brooge Holdings Limited. Why it matters: The event this report was filed to disclose is outside the captured text, so this summary does not state what happened on December 18, 2019 — the day after Twelve Seas convened and adjourned its extraordinary general meeting and the day the reversal window for redemption requests closed. This is the Form 8-K copy; the identical document was filed the same day as definitive additional proxy materials.(flagged for human review)
What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, a press release dated December 17, 2019 announcing that Twelve Seas convened and then adjourned, without conducting any business, its extraordinary general meeting on the business combination with BPGIC, which had been scheduled for December 17, 2019, until December 19, 2019 at 10:00 a.m. Eastern at Ellenoff Grossman & Schole LLP, New York. Why it matters: The meeting was postponed for the express purpose of getting redemptions reversed, and the release says so — the vote was not the constraint, the cash was. That is the same pressure the parties addressed a week earlier by irrevocably waiving the $125,000,000 minimum net cash closing condition, and it says the redemption level after the December 13 deadline was not what the parties wanted. The reversal window closes December 18, one day before the reconvened meeting.
What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, a press release dated December 10, 2019 announcing that Twelve Seas, Brooge Holdings Limited, BPGIC and BPGIC Holdings Limited (as Seller) have agreed to IRREVOCABLY WAIVE the closing condition in the April 15, 2019 Business Combination Agreement requiring Closing Net Cash of at least $125,000,000. The release states the waiver was agreed based on discussions with certain investors and in order to provide further clarity to the marketplace. Why it matters: Removing the minimum-cash condition removes the mechanism that would have let the parties walk away if redemptions were heavy — the deal can now close regardless of how much of the $200 million trust survives the December 17 vote. That changes the calculus for a holder deciding whether to redeem: redeeming no longer risks killing the transaction, and it no longer constrains how little cash the combined company starts with.
What changed: Twelve Seas Investment Company issued its definitive proxy statement/prospectus, dated November 22, 2019 and first mailed on or about November 26, 2019, for the extraordinary general meeting on the business combination with Brooge Petroleum And Gas Investment Company FZE of the Fujairah Free Zone, UAE. The document forms part of Brooge Holdings Limited's registration statement on Form F-4, File No. 333-233964, and serves as the prospectus for the Pubco Ordinary Shares issued to Twelve Seas shareholders and Rights holders, the warrants issued to warrant holders, and the shares underlying them. Why it matters: This is the definitive version of the vote: shareholders are asked to approve the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and an Adjournment Proposal, and appraisal rights are addressed in their own section. Because one document is both an F-4 prospectus and a Section 14(a) proxy statement, a Twelve Seas holder is being asked to become a shareholder of a Cayman Islands Pubco holding a UAE oil-storage business whose accounts are prepared under IFRS rather than US GAAP, with non-IFRS EBITDA measures used throughout.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- no earlier filing2019-12-22
SpacBrain reads this as the agreement may be terminated from 2019-12-22.
The clause …“by either Twelve Seas or BPGIC if the Closing has not occurred on or prior to December 22, 2019 (the “Outside Date”) and the failure of the Closing to occur by such date was not caused by or the result of a breach of the Business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Twelve Seas Investment Company filed as Exhibit 99.1 to definitive additional proxy materials the Twelve Seas / BPGIC investor presentation dated November 2019. The captured text covers the title page and the front-matter disclosures rather than the slides. It states the presentation and the proxy statement to be delivered to Twelve Seas shareholders contain financial forecasts of BPGIC's projected revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020, none of which were audited, reviewed or compiled by either party's accountants. Why it matters: The target carries an explicit going-concern material uncertainty: repeated payment defaults its lender has chosen not to declare, covenant breaches, all $92.6 million of debt reclassified as current, and current liabilities exceeding current assets by $101.5 million at June 30, 2019.
What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, the Twelve Seas / BPGIC investor presentation dated November 2019. The captured text covers the title page and the front-matter disclosures rather than the slides. It states the presentation and the proxy statement to be delivered to Twelve Seas shareholders contain financial forecasts of BPGIC's projected revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020, none of which were audited, reviewed or compiled by either party's accountants. Why it matters: The target carries an explicit going-concern material uncertainty: repeated payment defaults its lender has chosen not to declare, covenant breaches, all $92.6 million of debt reclassified as current, and current liabilities exceeding current assets by $101.5 million at June 30, 2019.
What changed: Twelve Seas Investment Company furnished as Exhibit 99.1 to a Form 8-K the Twelve Seas / BPGIC investor presentation dated November 2019. The captured text covers the title page and the front-matter disclosures rather than the slides. It states the presentation and the proxy statement to be delivered to Twelve Seas shareholders contain financial forecasts of BPGIC's projected revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020, none of which were audited, reviewed or compiled by either party's accountants. Why it matters: The target carries an explicit going-concern material uncertainty: repeated payment defaults its lender has chosen not to declare, covenant breaches, all $92.6 million of debt reclassified as current, and current liabilities exceeding current assets by $101.5 million at June 30, 2019.
What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, a press release dated November 20, 2019 stating that Brooge Holdings intends to pay a $0.25 per share quarterly dividend to its public shareholders following consummation of the business combination with Brooge Petroleum and Gas Investment Company FZE, with the first dividend to be paid in the first quarter of 2020. Why it matters: In five days the dividend moved from something to be explored to a stated $0.25 quarterly intention with a funding mechanism attached, and the release says plainly that the change followed discussions with investors — this is a term being offered to shareholders deciding whether to redeem ahead of the vote.
What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, a press release dated November 15, 2019 announcing that Brooge Holdings filed an amended Form F-4 registration statement and amended proxy statement with the SEC that day for the previously announced business combination with Brooge Petroleum and Gas Investment Company FZE, a UAE oil storage and services company. Why it matters: The dividend statement is unusually hedged and its purpose is stated plainly in the release: discussions with Twelve Seas investors and potential investors — that is, a prospective payment being raised with the holders whose redemption decisions determine how much cash survives the vote. Nothing about it is committed; the release says the amount and terms are undetermined and no assurance can be given.
What changed: Filed under Rule 425, this is the same Twelve Seas Investment Company Form 8-K dated November 12, 2019 also filed the same day under the Exchange Act. The captured text contains only the cover page and the ADDITIONAL INFORMATION and forward-looking-statements legends; the Item number, the substance of the event and the exhibits fall outside it. Why it matters: The 425 duplicate is required because the report concerns a transaction in which Pubco is registering securities. On substance the extract establishes only that the F-4 is on file and a November 15, 2019 record date is set; it does not say the registration statement has been declared effective, and the event this report was filed to disclose is outside the captured text.(flagged for human review)
What changed: Twelve Seas Investment Company filed its Form 10-Q for the quarter ended September 30, 2019. Total assets were $212,909,146, of which $212,845,645 was cash and securities held in the trust account (up from $209,228,292 at December 31, 2018) and $43,368 was operating cash (down from $252,927). Current liabilities rose to $1,319,595 from $219,509, comprising $185,620 of accounts payable and accrued expenses, $562,303 of deferred fees (from $29,613), $71,672 due to related parties, and $500,000 of sponsor loans where there were none at year end. Why it matters: Operating cash fell to $43,368 while the trust grew by roughly $3.6 million on dividend and interest income, and the gap was bridged by new sponsor credit: $500,000 of sponsor loans plus $562,303 of deferred fees, both of which appeared during the period. Redemption value per redeemable share is $10.00 in both periods ($206,589,550 over 20,658,955 and $204,276,700 over 20,427,670), so the trust's earnings are not accruing to the redemption price on this balance sheet — they sit against a share count that grew by 231,285 through reclassification, holding equity at just over $5,000,000.
What changed vs 2019-08-14trust $211.7M → $212.8M +1%trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours
- Trust account
- $211.7M$212.8M
- Combination deadline
- 2019-12-22 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $1,117,956 was added to the trust between the two filings.
The clause …“assets 20,133 15,000 Total Current Assets 63,501 267,927 Cash and securities held in Trust Account 212,845,645 209,228,292 Total assets $ 212,909,146 $ 209,496,219 Liabilities and Shareholders’ Equity Accounts payable and accrued”…
The clause …“acceptable terms. Furthermore, if we are not able to consummate a Business Combination by December 22, 2019, it will trigger our automatic winding up, liquidation and dissolution. These conditions raise substantial doubt”…
The clause …“Business Combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Until consummation of its Business Combination, the Company will be using the funds not”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Brooge Holdings Limited filed a communication under Rule 425 with Twelve Seas Investment Company as subject company (Commission File No. 001-38540). The document captured for this filing is 207 characters long and contains only the Rule 425 filing legend — the filer, the rule, the subject company and the file number. No item, event, exhibit or substantive statement is present in the captured text, so this summary states nothing about what was communicated. Why it matters: The only fact recoverable is a procedural one: the target-side entity, rather than the SPAC, is the filer here, which is the pattern for communications about a transaction in which Brooge Holdings will be the registrant. Whatever was communicated is in material not captured by this extract and would need the EDGAR filing index to read.(flagged for human review)
What changed: Twelve Seas Investment Company, a Cayman Islands exempted company, filed a preliminary proxy statement/prospectus dated September 27, 2019 for an extraordinary general meeting on the Business Combination Agreement dated April 15, 2019 with Brooge Holdings Limited as Pubco, Brooge Merger Sub Limited, and Brooge Petroleum And Gas Investment Company FZE of the Fujairah Free Zone, UAE. Twelve Seas merges with Merger Sub and survives, its shareholders become Pubco shareholders, and BPGIC's shareholders exchange 100% of BPGIC for Pubco ordinary shares. Why it matters: The prospectus covers up to 28,901,900 Pubco ordinary shares, 21,229,000 warrants and 21,229,000 ordinary shares issuable on exercise of those warrants, so the warrant overhang is close in size to the share issuance itself. Redemption must be demanded by 5:00 p.m. eastern time two business days before the meeting, by checking the proxy box or delivering a conversion notice and tendering the stock, and it is available regardless of how or whether a holder votes. The Business Combination and Merger Proposals are both closing conditions; the meeting and record dates are blank.
What changed: Filed under Rule 425, this is the same Twelve Seas Investment Company Form 8-K also filed the same day under the Exchange Act, reporting an earliest event date of September 16, 2019. The captured text contains only the cover page and the ADDITIONAL INFORMATION and forward-looking-statements legends; the Item number, the substance of the reported event and the exhibits fall outside it. Why it matters: The 425 duplicate is required because the report concerns a transaction in which Pubco will register securities, so the same document is filed under both the Exchange Act and Rule 425. On substance the extract establishes only the structure — a Pubco topco merger under an F-4 that Pubco 'intends to file', with no record date and no meeting scheduled — and not what was announced on September 16, 2019, which is outside the captured text.(flagged for human review)
What changed: Twelve Seas Investment Company reported the quarter ended June 30, 2019. Trust held $211,727,689, up from $209,228,292 at year end; 20,593,698 ordinary shares are carried subject to redemption at $205,936,980. Sponsor loans of $400,000 now appear on the balance sheet — drawn on the April 4, 2019 facility — alongside $359,952 of deferred fees, taking total current liabilities to $892,991 against $66,596 of cash. Why it matters: $400,000 of the sponsor's $500,000 facility is already drawn and the company holds $66,596 of its own cash, with the Brooge deal's $125 million minimum-cash condition still to be met at closing.
What changed vs 2019-05-14trust $210.5M → $211.7M +1%trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours
- Trust account
- $210.5M$211.7M
- Combination deadline
- 2019-12-22 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $1,234,332 was added to the trust between the two filings.
The clause …“assets 35,694 15,000 Total Current Assets 102,290 267,927 Cash and securities held in Trust Account 211,727,689 209,228,292 Total assets $ 211,829,979 $ 209,496,219 Liabilities and Shareholders’ Equity Accounts payable and accrued”…
The clause …“acceptable terms. Furthermore, if we are not able to consummate a business combination by December 22, 2019, it will trigger our automatic winding up, liquidation and dissolution. These conditions raise substantial doubt”…
The clause …“automatic winding up, liquidation and dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared assuming that the Company will”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Twelve Seas Investment Company filed the same June 2019 Brooge investor presentation as a Rule 425 communication. The extracted text contains only the cover and the no-offer, use-of-projections and forward-looking-statement legends, which disclose that the deck carries unaudited forecasts of BPGIC's revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020. Why it matters: Flagged for review: only the disclaimer pages are in the extracted text; no projected figure is captured.(flagged for human review)
What changed: Twelve Seas Investment Company furnished a June 2019 investor presentation on the proposed Brooge combination as Exhibit 99.1. The extracted text contains only the cover, the no-offer notice, and the use-of-projections and forward-looking-statement legends, which state that the presentation and the proxy statement to be delivered to shareholders contain financial forecasts of BPGIC's projected revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020, none of which were audited, reviewed or compiled by either party's accountants. Why it matters: Flagged for review: only the disclaimer pages are in the extracted text, so BPGIC's projected revenue, EBITDA and capital expenditure figures are not captured here and none should be inferred from this record.(flagged for human review)
What changed: Twelve Seas Investment Company reported the quarter ended March 31, 2019. Trust held $210,493,357, up from $209,228,292, on $1,265,065 of interest income; 20,542,524 ordinary shares are carried subject to redemption at $205,425,240. Total current liabilities were $181,607 and there is no deferred underwriting line. Formation and operating costs of $116,531 gave net income of $1,148,534. Cash outside trust fell to $64,744 from $252,927. Why it matters: Cash outside the trust is down to $64,744 — which is why the sponsor issued the $500,000 note two weeks after this period ended, and why the Brooge deal's $125 million minimum-cash condition is the binding constraint rather than the balance sheet.
What changed vs 2018-11-07trust $208.1M → $210.5M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $208.1M$210.5M
- Combination deadline
- 2019-12-22 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 20.3Mnot matched in this filing
SpacBrain reads this as $2,370,734 was added to the trust between the two filings.
The clause …“assets 48,750 15,000 Total Current Assets 113,494 267,927 Cash and securities held in Trust Account 210,493,357 209,228,292 Total assets $ 210,606,851 $ 209,496,219 Liabilities and Shareholders’ Equity Accounts payable and accrued”…
The clause …“acceptable terms. Furthermore, if we are not able to consummate a business combination by December 22, 2019, it will trigger our automatic winding up, liquidation and dissolution. These conditions raise substantial doubt”…
The clause …“automatic winding up, liquidation and dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 7 TWELVE SEAS INVESTMENT COMPANY NOTES TO UNAUDITED CONDENSED FINANCIAL”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Twelve Seas Investment Company filed the Escrow Agreement dated May 10, 2019 among Brooge Holdings Limited (Pubco), Continental Stock Transfer & Trust Company as escrow agent, and Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company incorporated in England and Wales, as Seller. Why it matters: Puts the mechanics behind the 20,000,000 escrowed shares — a fifth of the 100,000,000-share consideration — and shows a new English holding company, BPGIC PLC, inserted as the selling party above the UAE operating entity.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.