CLAS SEC filings, in plain English
Everything Class Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 2 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: Class Acceleration Corp. called a special meeting in lieu of its 2022 annual meeting for December 20, 2022 at 1:00 p.m. Eastern Time by live webcast, to extend the business combination deadline from January 20, 2023 to June 20, 2023 and, under a Liquidation Amendment, to let the Board in its sole discretion wind up operations on an earlier date. The Company estimates the per-share pro rata trust portion at approximately $10.10 at the time of the Meeting, against a NYSE closing price of $10.03 on November 21, 2022 — about seven cents more from redeeming than selling. Why it matters: The seven-cent spread favours redemption, and unlike a market sale the trust payment is certain. The Liquidation Amendment is the more consequential item: it lets the board return capital before the Extension Period ends rather than burning five months of costs on a search, which is shareholder-friendly, but it also means the timing is entirely at the board's discretion. Class Acceleration ultimately liquidated, confirming the trust claim was the return.
- What changed vs 2022-08-19trust $259.1M → $260.1M +0%
trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $259.1M$260.1M
- Combination deadline
- 2023-01-20 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $90K · unchanged
- Mandate language
- we may pursue an initial Business Combination opportunity in… · unchanged
- Redeemable shares
- 25.9M · unchanged
SpacBrain reads this as $982,700 was added to the trust between the two filings.
The clause …“100,456 697,695 Prepaid expenses, non-current — 11,138 Marketable securities held in Trust Account 260,129,449 258,765,402 Total Assets $ 260,229,905 $ 259,474,235 Liabilities, Redeemable Common Stock, and Stockholders’ Deficit Current”…
The clause …“there can be no assurance that the Company will be able to consummate any Business Combination by January 20, 2023. Based upon the above analysis, management determined that these conditions raise substantial doubt about the”…
The clause …“not occur, and potential subsequent dissolution, and liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“but are not obligated to, provide us Working Capital Loans. To date, there is $90,000 outstanding under the $1,500,000 Working Capital Loan entered into on June 14, 2022. In the future 12 months from the date the financial statements”…
The clause …“issued and outstanding at September 30, 2022 and December 31, 2021, excluding 25,875,000 shares subject to possible redemption — — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and”…
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 vs 2022-05-16trust $258.8M → $259.1M +0%
trust account, sponsor loans outstanding, combination deadline +31 moved · 5 with no prior record of ours
- Trust account
- $258.8M$259.1M
- Sponsor loans outstanding
- not previously extracted$90K
- Combination deadline
- 2023-01-20 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- we may pursue an initial Business Combination opportunity in… · unchanged
- Redeemable shares
- 25.9M · unchanged
SpacBrain reads this as $361,177 was added to the trust between the two filings.
The clause …“146,338 697,695 Prepaid expenses, non-current — 11,138 Marketable securities held in Trust Account 259,146,749 258,765,402 Total Assets $ 259,293,087 $ 259,474,235 Liabilities, Redeemable Common Stock, and Stockholders’ Deficit Current”…
The clause …“but are not obligated to, provide us Working Capital Loans. To date, there is $90,000 outstanding under the $1,500,000 Working Capital Loan entered into on June 14, 2022. In the future 12 months from the date the financial statements”…
The clause …“there can be no assurance that the Company will be able to consummate any Business Combination by January 20, 2023. Based upon the above analysis, management determined that these conditions raise substantial doubt about the”…
The clause …“not occur, and potential subsequent dissolution, and liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“issued and outstanding at June 30, 2022 and December 31, 2021, excluding 25,875,000 shares subject to possible redemption — — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and”…
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 vs 2022-01-14trust $258.8M → $258.8M +0%
trust account, mandate language, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $258.8M$258.8M
- Mandate language
- we may pursue an initial business combination opportunity in…we may pursue an initial Business Combination opportunity in…
- Combination deadline
- not previously extracted2023-01-20
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 25.9M · unchanged
SpacBrain reads this as $24,683 was added to the trust between the two filings.
The clause …“291,948 697,695 Prepaid expenses, non-current — 11,138 Marketable securities held in Trust Account 258,785,572 258,765,402 Total Assets $ 259,077,520 $ 259,474,235 Liabilities and Stockholders’ Deficit Current liabilities: Accounts”…
The clause …“there can be no assurance that the Company will be able to consummate any Business Combination by January 20, 2023. Based upon the above analysis, management determined that these conditions raise substantial doubt about the”…
The clause …“Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“issued and outstanding at March 31, 2022 and December 31, 2021, excluding 25,875,000 shares subject to possible redemption — — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and”…
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 vs 2021-04-15going concern APPEAREDsponsor loan $85K → $20K
going-concern doubt, sponsor loans outstanding, trust account +32 moved · 4 with no prior record of ours
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $85K$20K
- Trust account
- not previously extracted$258.8M
- Redeemable shares
- not previously extracted25.9M
- Combination deadline
- 2023-01-20 · unchanged
- Mandate language
- we may pursue an initial business combination opportunity in… · unchanged
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“upon the above analysis, management determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. Critical Accounting”…
SpacBrain reads this as $65,230 of sponsor debt has come off.
The clause …“in full on January 29, 2021. As of December 31, 2021 and 2020, the Company borrowed $ 20,000 and $ 85,230 under the promissory note, respectively. F- 16 Related Party Loans In order to finance transaction costs in connection with a”…
The clause …“697,695 172,682 Prepaid expenses, non-current 11,138 — Marketable securities held in Trust Account 258,765,402 — Total Assets $ 259,474,235 $ 172,682 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accrued expenses”…
The clause …“no shares issued and outstanding at December 31, 2021 and 2020, excluding 25,875,000 and 0 shares subject to possible redemption, respectively — — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 6,468,750”…
The clause …“there can be no assurance that the Company will be able to consummate any business combination by January 20, 2023. Based upon the above analysis, management determined that these conditions raise substantial doubt about the”…
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 vs 2021-08-23trust $258.8M → $258.8M +0%going concern APPEAREDshares 22.9M → 25.9M +13%
trust account, going-concern doubt, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $258.8M$258.8M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 22.9M25.9M
- Mandate language
- we may pursue an initial business combination opportunity in… · unchanged
SpacBrain reads this as $3,975 was added to the trust between the two filings.
The clause …“904,286 172,682 Prepaid expenses, non-current 79,453 — Marketable securities held in Trust Account 258,760,889 — Total Assets $ 259,744,628 $ 172,682 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accrued expenses”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Note 2 —”…
SpacBrain reads this as 2,953,753 more shares carry a redemption right.
The clause …“200,000,000 shares authorized, no shares issued and outstanding, excluding 25,875,000 and 0 shares subject to possible redemption, respectively — — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 6,468,750”…
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 vs 2021-07-27trust $258.8M → $258.8M +0%shares 23.3M → 22.9M -2%
trust account, redeemable shares, mandate language2 moved · 1 with no prior record of ours
- Trust account
- $258.8M$258.8M
- Redeemable shares
- 23.3M22.9M
- Mandate language
- we may pursue an initial business combination opportunity in… · unchanged
SpacBrain reads this as $3,933 was added to the trust between the two filings.
The clause “1,137,886 172,682 Prepaid expenses, non-current 147,768 - Marketable securities held in Trust Account 258,756,914 - Total Assets $ 260,042,568 $ 172,682 Liabilities and Stockholders’ Equity Current liabilities: Accrued expenses $ 164,326”…
SpacBrain reads this as 407,752 shares are no longer redeemable.
The clause …“2,953,753 shares of Class A common stock issued and outstanding, excluding 22,921,247 shares of Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue a total of 20,000,000”…
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: IPO pricing prospectus (424B4) filed under the SpacBrain record for CLAS / Class Acquisition Corp., and the registrant names itself CLASS ACCELERATION CORP.: $225,000,000 of 22,500,000 units at $10.00, each unit one share of Class A common stock and one-half of one redeemable warrant exercisable for one share at $11.50, with a 45-day option for 3,375,000 additional units. $225,000,000, or $258,750,000 on full overallotment ($10.00 per unit in either case), goes into a segregated trust account at J.P. Morgan Chase Bank. The search focus is education technology. Why it matters: Two warrant call regimes are stated, at $18.00 and at $10.00 per Class A share, adjusting to 180% and 100% of the higher of the Market Value and the Newly Issued Price, exercisable from the later of 30 days after the business combination and twelve months from closing. The initial stockholders, officers and directors have agreed by letter agreement to vote their founder shares AND any public shares they buy during or after the offering in favour of the initial business combination. Public shares are redeemed if no combination closes within 24 months from closing.
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.