CIIC SEC filings, in plain English
Everything CIIG Merger Corp. has filed with the SEC that we hold — 40 filings, newest first, 7 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: CIIG Merger Corp. issued definitive merger materials dated February 26, 2021 for a virtual special meeting at 10:00 a.m. Eastern time on March 19, 2021, on the business combination agreement dated November 18, 2020 with Arrival S.à r.l., ARSNL Merger Sub Inc. and Arrival Group as Holdco. Arrival's shareholders contribute their equity to Holdco under separate exchange agreements, then CIIG merges into Merger Sub and CIIG's common stock is exchanged for Holdco Ordinary Shares, leaving Arrival and CIIG as wholly owned subsidiaries of Holdco. Why it matters: Kinetik S.à r.l. will hold 76.43% of Holdco's outstanding ordinary shares and may propose a majority of the board until its stake falls below 30%, so Holdco will be a controlled company under Nasdaq's corporate governance rules — and it is also a foreign private issuer and an emerging growth company, eligible for reduced disclosure on all three counts. Arrival's equity is deemed to have a value of approximately US $5.3 billion, Holdco expects to issue 606,178,750 ordinary shares in all, and the PIPE is 40,000,000 CIIG Class A shares at $10.00 per share.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2021-03-31
SpacBrain reads this as the agreement may be terminated from 2021-03-31.
The clause …“Effective Time shall not have occurred prior to 5:00 p.m. (New York time) on March 31, 2021 (the Outside Date ); provided , however , that this Agreement may not be terminated under this Section 10.01(b) by or on behalf of any Party”…
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: FY2020 10-K. Trust held $259,865,172 of U.S. Treasury bills at December 31, 2020, including about $1,115,000 of interest on the $258,750,000 deposited at the December 2019 IPO. 24,025,448 shares are carried as redeemable at $240,969,395, leaving 1,849,552 Class A and 6,468,750 Class B in equity of exactly $5,000,002. Net loss $5,302,800 on $6,220,070 of operating costs, against a working-capital deficit of $4,026,644. Deferred underwriting fee $9,056,250; deadline December 17, 2021. A business combination agreement with Arrival was signed November 18, 2020. Why it matters: Operating costs of $6.2m in one year are far above a searching shell's run rate and are the cost of the Arrival transaction; they have put the company $4,026,644 into working-capital deficit while the trust itself is untouched. The trust figure is as of December 31, 2020. CIIG holders representing about 18% of shares outstanding are committed to voting for the deal under a transaction support agreement, so the vote is materially pre-committed before any public solicitation. It withdrew $132,891 of trust interest during 2020 to pay taxes.
What changed vs 2020-03-27trust $258.9M → $259.9M +0%shares 24.6M → 24.0M -2%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $258.9M$259.9M
- Redeemable shares
- 24.6M24.0M
- Combination deadline
- 2021-12-17 · unchanged
- Sponsor loans outstanding
- $181K · unchanged
- Mandate language
- we intend to focus our search for an initial business combin… · unchanged
SpacBrain reads this as $974,802 was added to the trust between the two filings.
The clause …“other offering costs. As of December 31, 2020, we had marketable securities held in the trust account of $259,865,172 (including approximately $1,115,000 of interest income) consisting of U.S. treasury bills with a maturity of 180”…
SpacBrain reads this as 595,507 shares are no longer redeemable.
The clause …“authorized; 1,849,552 and 1,254,045 shares issued and outstanding (excluding 24,025,448 and 24,620,955 shares subject to possible redemption) at December 31, 2020 and 2019, respectively 185 125 Class B common stock, $0.0001 par value;”…
The clause …“redemption of our public shares in the event we do not complete our initial business combination by December 17, 2021 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be”…
The clause …“of March 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note in the aggregate amount of $181,000 was repaid upon the consummation of the Initial Public Offering on December”…
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: Definitive proxy for CIIG Merger Corp's 2020 ANNUAL meeting, to be held virtually on 28 Dec 2020, record date the close of business on 30 Nov 2020. It is 'held for the sole purpose' of two proposals plus other properly-brought business: electing two Class I directors to serve until the 2023 annual meeting, and ratifying the audit committee's selection of Grant Thornton LLP as independent registered public accounting firm for the year ending 31 Dec 2020. Nothing in it amends the charter or the trust agreement. Why it matters: No redemption election arises from this meeting — no charter or trust amendment, so no tender deadline and no per-share figure — and that is the point worth recording, because a DEF 14A on a SPAC in the middle of a live transaction is easily mistaken for the deal vote. CIIG's business combination has its own registration statement and its own election; this proxy neither advances nor delays it. The one durable fact is the staggered board: Class I directors elected here run to 2023, a term that will normally be overtaken by the combination's own governance.
What changed: Q3 2020 10-Q. Cash and marketable securities held in Trust Account are $259,870,000 at September 30, 2020 against $258,890,370 at December 31, 2019; the quarter earned $64,924 of interest against $184,640 of costs, a $122,850 net loss, while the nine months are still $313,704 of net income. Shares subject to possible redemption are 24,579,337 at $246,585,900. Cash outside trust fell to $1,013,724 from $1,586,330 and income tax payable stands at $208,487. Why it matters: Third consecutive quarter of falling trust income for this shell - $882,585, then $111,951, now $64,924 - so the year-to-date profit is entirely a first-quarter artefact and the run rate is a loss. The trust figure is a September 30, 2020 balance and the carrying amount is the net-tangible-asset plug, not a redemption price. Cover reconciles: 24,579,337 + 1,295,663 = 25,875,000 Class A with 6,468,750 Class B. Nothing was written to a trust or price field.
What changed vs 2020-08-14trust $259.8M → $259.9M +0%shares 24.6M → 24.6M -0%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $259.8M$259.9M
- Redeemable shares
- 24.6M24.6M
- Combination deadline
- 2021-12-17 · unchanged
- Sponsor loans outstanding
- $181K · unchanged
- Mandate language
- the Company intends to focus its search on companies in the … · unchanged
SpacBrain reads this as $64,925 was added to the trust between the two filings.
The clause “9,918 — Total Current Assets 1,123,642 1,586,330 Cash and marketable securities held in Trust Account 259,870,000 258,890,370 Total Assets $ 260,993,642 $ 260,476,700 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts”…
SpacBrain reads this as 18,100 shares are no longer redeemable.
The clause …“authorized; 1,295,663 and 1,254,045 shares issued and outstanding (excluding 24,579,337 and 24,620,955 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively 130 125 Class B common stock,”…
The clause …“their Public Shares in conjunction with any such amendment. The Company will have until December 17, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…
The clause …“of March 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note in the aggregate amount of $181,000 was repaid upon the consummation of the Initial Public Offering on December”…
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: Q2 2020 10-Q. Cash and marketable securities held in Trust Account were $259,805,075 at June 30, 2020 ($6,119 of cash plus $259,798,956 of Treasury Bills) against $258,890,370 at December 31, 2019; $79,831 of interest was withdrawn in the half for franchise taxes. Shares subject to possible redemption are 24,597,437 at $246,708,744. The quarter turned to a $61,754 net loss - $111,951 of trust interest against $160,695 of costs and $13,010 of tax - while the half is still $436,554 of net income. Cash outside trust $1,110,948; income tax payable $205,353. Why it matters: The crossover is the point: a shell that earned $882,585 of trust interest in Q1 earned $111,951 in Q2 and swung to a loss, so trust income can no longer be assumed to cover costs. Both trust figures are balance-sheet dates and neither is a per-share redemption price. Cover reconciles: 24,597,437 + 1,277,563 = 25,875,000 Class A with 6,468,750 Class B at August 14, 2020. Nothing was written to a trust, floor or price field.
What changed vs 2020-05-15trust $259.7M → $259.8M +0%shares 24.6M → 24.6M -0%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $259.7M$259.8M
- Redeemable shares
- 24.6M24.6M
- Combination deadline
- 2021-12-17 · unchanged
- Sponsor loans outstanding
- $181K · unchanged
- Mandate language
- the Company intends to focus its search on companies in the … · unchanged
SpacBrain reads this as $89,156 was added to the trust between the two filings.
The clause “9,771 — Total Current Assets 1,260,719 1,586,330 Cash and marketable securities held in Trust Account 259,805,075 258,890,370 Total Assets $ 261,065,794 $ 260,476,700 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts”…
SpacBrain reads this as 10,798 shares are no longer redeemable.
The clause …“authorized; 1,277,563 and 1,254,045 shares issued and outstanding (excluding 24,597,437 and 24,620,955 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively 128 125 Class B common stock, $0.0001”…
The clause …“their Public Shares in conjunction with any such amendment. The Company will have until December 17, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…
The clause …“of March 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note in the aggregate amount of $181,000 was repaid upon the consummation of the Initial Public Offering on December”…
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: Q1 2020 10-Q, the first full quarter after the December 17, 2019 IPO. Cash and marketable securities held in Trust Account were $259,715,919 at March 31, 2020 against $258,890,370 at December 31, 2019, and the composition changed: money market funds invested in U.S. Treasuries at March 31 where the year-end holding was $388 of cash plus $258,889,982 of Treasury Bills. $57,036 of interest was withdrawn for franchise taxes. Shares subject to possible redemption are 24,608,235 at $246,770,502. Net income $498,308 on $882,585 of trust interest. No target named. Why it matters: The trust amount is a March 31, 2020 balance, not current and not a redemption price; about $966,000 of it is cumulative interest, which is the only part that can be withdrawn and only for taxes. Cover reconciles: 24,608,235 + 1,266,765 = 25,875,000 Class A, plus 6,468,750 Class B at May 15, 2020. Minor inconsistency for a human: MD&A describes the trust as U.S. Treasury bills of 180 days or less while the note describes money market funds at the same date. Nothing was written to a trust or price field.
What changed: First 10-K, covering September 19, 2019 (inception) to December 31, 2019 after the December 17, 2019 IPO of 25,875,000 units including the full over-allotment. Cash and marketable securities held in the Trust Account are $258,890,370 at December 31, 2019, composed of $388 of cash and $258,889,982 of U.S. Treasury Bills maturing 3/19/2020; $1,586,330 sits outside trust. 24,620,955 shares are subject to possible redemption at $246,272,190, with 1,254,045 Class A and 6,468,750 Class B outside; deferred underwriting $9,056,250. Net income $31,091 on $140,370 of trust interest. No target named. Why it matters: Both trust figures are December 31, 2019 balances, not current and not per-share redemption prices. The cover carries a market signal worth noting and not publishing: aggregate market value of the Class A at the March 23, 2020 close is given as approximately $241,931,250 across 25,875,000 shares, which is $9.35 a share against a trust of about $10.01 - a COVID-era discount to trust in the shell's own cover page. Share counts reconcile (24,620,955 + 1,254,045 = 25,875,000). December 17, 2021 is quoted as the charter outer date only.
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.