CFFA SEC filings, in plain English
Everything CF Finance Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 4 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.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: Q3 2020 10-Q. Cash and investments held in Trust Account fell to $218,717,961 at September 30, 2020 from $291,761,159 at December 31, 2019 as redemptions continued: shares subject to possible redemption are 20,371,594 at a stated $10.19 = $207,586,553, against 27,972,537 at $10.10 a year earlier, and Class A outstanding is 21,671,771 at October 30, 2020 against 28,858,413 at the start of the year. The Sponsor's promissory notes grew to $6,065,665. Going concern is repeated: the company may not have sufficient liquidity for the next year, answered by the Sponsor's $750,000 committed loan. Why it matters: About a quarter of the trust and a quarter of the public shares left over nine months, in two extension votes, while sponsor debt more than doubled - the trust balance falls and the claim on it rises together. The $10.19 is a September 30, 2020 carrying value, not a redemption price, and the trust figure was already six weeks old when filed. Nothing was written to a trust, floor, status or deadline field.
What changed vs 2020-08-10deadline 2020-09-17 → 2020-12-17sponsor loan $350K → $750Kcombination deadline, sponsor loans outstanding, trust account +22 moved · 3 with no prior record of ours
- Combination deadline
- 2020-09-172020-12-17
- Sponsor loans outstanding
- $350K$750K
- Trust account
- $291.8M · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search on companies operati… · unchanged
SpacBrain reads this as 91 days later than the previous record.
The clause …“1. Description of Business and Operations (continued) Failure to Consummate a Business Combination - If the Company is unable to complete a Business Combination by December 17, 2020 (which was originally June 17, 2020, but has been”…
SpacBrain reads this as the sponsor has advanced $400,000 more.
The clause …“at the option of the Sponsor. As of September 30, 2020, the Company had $ 750,000 outstanding under the loan. As of December 31, 2019, the Company didn’t have any outstanding balance under the loan. The Sponsor pays expenses on”…
The clause …“31, 2019 Description Level 1 Level 2 Level 3 Total Cash and investments held in Trust Account Money market fund $ 291,761,159 $ — $ — $ 291,761,159 Total $ 291,761,159 $ — $ — $ 291,761,159 F-16 CF Finance Acquisition Corp. Notes”…
The clause …“the SEC on October 15, 2020. The Company’s mandatory liquidation date raises substantial doubt about the entity’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments”…
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: CF Finance Acquisition Corp. issued definitive merger materials on the transaction agreement dated August 2, 2020 with GCM Grosvenor Inc., Grosvenor Capital Management Holdings, LLLP and related Grosvenor entities. CFAC merges into GCM PubCo, which survives as the listed company. The prospectus covers 26,384,840 shares of Class A common stock, 21,493,809 warrants and the 21,493,809 shares underlying them. GCM PubCo has applied to list on Nasdaq as GCMG and GCMGW, and will have no units trading after the closing. Why it matters: Assuming no redemptions, CFAC's public stockholders end up with about 11.1% of the outstanding stock and about 10.7% of the voting power, the PIPE investors about 10.3% and 9.9%, and the sponsor and founder-share holders about 4.7% and 4.4% — while GCM V holds about 73.9% of the stock through Class C shares and about 75.0% of the votes. Funding comes from 19,500,000 shares sold for $195,000,000 and the sponsor's $30,000,000 for 3,500,000 shares and 1,500,000 warrants, against which the sponsor forfeits 2,351,534 shares and 150,000 warrants.
What changed: Items 5.03 and 5.07: At a special meeting on September 10, 2020 CF Finance Acquisition Corp.'s stockholders approved an Extension Amendment Proposal moving the date by which it must consummate an initial business combination from September 17, 2020 to December 17, 2020, and the second charter amendment was filed in Delaware on September 11, 2020. The vote was 26,310,525 for, 553,068 against, 601 abstaining and no broker non-votes. Holders of 6,592,942 Class A shares exercised redemption rights. Why it matters: An extension bought with cash out of the trust: the filing states approximately $68.4 million, approximately $10.38 per share, will be removed from the trust account to pay the redeeming holders. That per-share figure is the company's own statement of what a Class A share was worth in trust at this meeting, and the 6,592,942 shares tendered are the measure of how many holders took it rather than wait for a deal.
What changed: DEFINITIVE version of CF Finance's second extension proxy, unchanged in substance from the 7 Aug 2020 preliminary: special meeting 10 Sep 2020, record date the close of business on 7 Aug 2020, extension of the deadline to complete a combination, cease operations and redeem 100% of the IPO Class A shares from 17 Sep 2020 to 17 Dec 2020 'or such earlier date as determined by the Board', with the redemption tender cut-off stated as 'at least two business days prior to the Special Meeting (or September 8, 2020)'. The GCM Grosvenor combination is the named purpose. Why it matters: This is the filing that makes the second extension election final and dated: a holder who wants cash must deliver shares by the stated 8 Sep 2020 cut-off, two days before the meeting and nine days before the existing 17 Sep 2020 deadline. The Extended Date remains bounded by board discretion and so cannot be read as a fixed date. The counterparties named for the combination include Grosvenor Capital Management Holdings, LLLP and GCM Grosvenor Inc.; that transaction has its own vote and its own redemption election, which this proxy does not replace.
What changed vs 2020-05-14trust $292.0M → $286.0M -2%deadline 2020-09-17 → 2020-12-17trust account, combination deadline, sponsor loans outstanding2 moved · 1 with no prior record of ours
- Trust account
- $292.0M$286.0M
- Combination deadline
- 2020-09-172020-12-17
- Sponsor loans outstanding
- $350K · unchanged
SpacBrain reads this as $6,000,000 left the trust between the two filings.
The clause …“in the Trust Account may be only a small fraction of the approximately $286 million held in the Trust Account following the redemption of 593,700 shares of Class A common stock in connection with the special meeting of”…
SpacBrain reads this as 91 days later than the previous record.
The clause …“Company has to consummate a business combination from September 17, 2020 to December 17, 2020 or such earlier date as determined by the board of directors. ☐ ☐ ☐ Proposal 2 – Adjournment Proposal”…
The clause …“prior to the our initial business combination. As of June 30, 2020, we had $350,000 outstanding under such loan. As previously announced, we entered into the Transaction Agreement on August 2, 2020. Pursuant to the Transaction”…
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.
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.