GAPA SEC filings, in plain English

• SC 13G/A14 February 20230001104659-23-021096
• SC 13G/A14 February 20230000769993-23-000262
• SC 13G/A24 January 20230001104659-23-006165
• 15-12G12 December 20220000950142-22-003340
• 25-NSE1 December 20220000876661-22-001062
• 8-K23 November 20220000950142-22-003246
• 8-K21 November 20220000950142-22-003229
• 8-K15 November 20220000950142-22-003189
• 10-Q14 November 20220001410578-22-003397
  What changed vs 2022-08-15trust $177.0M → $177.8M +0%
  trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours

  Trust account

  $177.0M→$177.8M

  SpacBrain reads this as $803,176 was added to the trust between the two filings.

  The clause “3,109 ​ ​ — Total current assets ​ ​ 179,910 ​ ​ 847,821 ​ ​ ​ ​ ​ Investments held in the Trust Account ​ ​ 177,818,421 ​ ​ 176,764,144 Long-term prepaid assets ​ ​ — ​ ​ 62,500 Total assets ​ $ 177,998,331 ​ $ 177,674,465 ​ ​ ​ ​ ​ ​ ​”…

  Going-concern doubt

  stated · unchanged

  The clause …“purpose of winding up and redeem the Public Shares. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements”…

  Redeemable shares

  17.5M · unchanged

  The clause …“issued and outstanding of September 30, 2022 and December 31, 2021 (excluding 17,500,000 shares of Class A Common Stock subject to possible redemption) ​ — ​ — Class B Common Stock, $ 0.0001 par value, 20,000,000 shares authorized,”…

  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.

• 25-NSE14 November 20220000876661-22-000977
• 8-K28 October 20220000950142-22-002995
• 10-Q15 August 20220001410578-22-002563
  What changed vs 2022-05-16trust $176.8M → $177.0M +0%
  trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours

  Trust account

  $176.8M→$177.0M

  SpacBrain reads this as $234,296 was added to the trust between the two filings.

  The clause “00 ​ 303,500 Total current assets ​ ​ 302,451 ​ ​ 847,821 ​ ​ ​ ​ ​ Investments held in the Trust Account ​ ​ 177,015,245 ​ ​ 176,764,144 Long-term prepaid assets ​ ​ — ​ ​ 62,500 Total assets ​ $ 177,317,696 ​ $ 177,674,465 ​ ​ ​ ​ ​ ​ ​”…

  Going-concern doubt

  stated · unchanged

  The clause …“within the Combination Period (March 15, 2023). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements”…

  Redeemable shares

  17.5M · unchanged

  The clause …“none issued and outstanding of June 30, 2022 and December 31, 2021 (excluding 17,500,000 shares of Class A Common Stock subject to possible redemption) ​ — ​ — Class B Common Stock, $ 0.0001 par value, 20,000,000 shares authorized,”…

  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.

• 10-Q16 May 20220001410578-22-001642
  What changed vs 2021-11-15trust $176.8M → $176.8M +0%going concern APPEARED
  trust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours

  Trust account

  $176.8M→$176.8M

  SpacBrain reads this as $20,540 was added to the trust between the two filings.

  The clause “00 ​ 303,500 Total current assets ​ ​ 560,289 ​ ​ 847,821 ​ ​ ​ ​ ​ Investments held in the Trust Account ​ ​ 176,780,949 ​ ​ 176,764,144 Long-term prepaid assets ​ ​ — ​ ​ 62,500 Total assets ​ $ 177,341,238 ​ $ 177,674,465 ​ ​ ​ ​ ​ ​ ​”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“within the Combination Period (March 15, 2023). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements”…

  Combination deadline

  2022-11-15→not matched in this filing

  Redeemable shares

  17.5M · unchanged

  The clause …“issued and outstanding of March 31, 2022 and December 31, 2021 (excluding 17,500,000 shares of Class A Common Stock subject to possible redemption) ​ — ​ — Class B Common Stock, $ 0.0001 par value, 20,000,000 shares authorized,”…

  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.

• 10-K31 March 20220001410578-22-000741
• SC 13G11 February 20220000950142-22-000619
• SC 13G10 February 20220001766806-22-000012
• SC 13G27 January 20220000769993-22-000053
• SC 13G14 January 20220001104659-22-004333
• 8-K15 November 20210001104659-21-139334
• 10-Q15 November 20210001410578-21-000297
  What changed vs 2021-08-10trust $176.8M → $176.8M +0%going concern RESOLVEDshares 15.4M → 17.5M +14%
  trust account, going-concern doubt, redeemable shares +13 moved · 1 with no prior record of ours

  Trust account

  $176.8M→$176.8M

  SpacBrain reads this as $409 was added to the trust between the two filings.

  The clause …“​ ​ 65,000 Total current assets ​ ​ 917,924 ​ ​ 90,000 ​ ​ ​ ​ ​ Investments held in the Trust Account ​ ​ 176,760,409 ​ ​ — Long-term prepaid assets ​ ​ 137,500 ​ ​ — Total assets ​ $ 177,815,833 ​ $ 90,000 ​ ​ ​ ​ ​ ​ ​ LIABILITIES”…

  Going-concern doubt

  stated→not stated

  SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.

  Redeemable shares

  15.4M→17.5M

  SpacBrain reads this as 2,098,191 more shares carry a redemption right.

  The clause …“of September 30, 2021 and December 31, 2020, respectively (excluding 17,500,000 shares of Class A Common Stock subject to possible redemption) ​ — ​ — Class B Common Stock, $ 0.0001 par value, 20,000,000 shares authorized,”…

  Combination deadline

  2022-11-15 · unchanged

  The clause …“of deferred underwriting fees is contingent upon the consummation of a Business Combination by November 15, 2022 (or March 15, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement”…

  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.

• 10-Q10 August 20210001104659-21-102879
  What changed vs 2021-05-24trust $176.8M → $176.8M +0%shares 15.1M → 15.4M +2%
  trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours

  Trust account

  $176.8M→$176.8M

  SpacBrain reads this as $8,281 was added to the trust between the two filings.

  The clause …“Investment Held in the Trust Account As of June 30, 2021, the Company had $ 176.76 million in treasury securities held in the Trust Account. Offering Costs Associated with the Initial Public Offering The Company complies with the”…

  Redeemable shares

  15.1M→15.4M

  SpacBrain reads this as 287,563 more shares carry a redemption right.

  The clause “000 shares authorized, 2,098,191 and 0 shares issued and outstanding (excluding 15,401,809 and 0 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively ​ 210 ​ — Class B Common Stock, $ 0.0001 par”…

  Combination deadline

  2022-11-15 · unchanged

  The clause …“of deferred underwriting fees is contingent upon the consummation of a Business Combination by November 15, 2022 (or March 15, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement”…

  Going-concern doubt

  stated · unchanged

  The clause “4-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern ,” our management believes that the funds which we have available following the completion of the Initial Public Offering will enable us to”…

  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.

• 10-Q24 May 20210001104659-21-070613

  What changed: G&P Acquisition Corp.'s 10-Q for the quarter ended March 31, 2021 reports 17,500,000 Class A shares outstanding as of May 21, 2021, filed five days after its Item 4.02 warrant non-reliance determination. Why it matters: The quarterly report carrying GAPA's restated warrant accounting, with the public share count unchanged at 17,500,000 against a roughly $10.10 per-share trust.

• 8-K/A20 May 20210001104659-21-069512
• 8-K20 May 20210001104659-21-069511

  What changed: On May 19, 2021 G&P Acquisition Corp. filed an Item 4.02 non-reliance determination following the SEC staff's April 12, 2021 statement on SPAC warrant accounting. Why it matters: GAPA joins the warrant-restatement wave; the reclassification changes reported equity, not the roughly $10.10 per share held in trust.

• NT 10-Q18 May 20210001104659-21-068700
• 8-K3 May 20210001104659-21-060198

  What changed: On April 30, 2021 G&P Acquisition Corp. announced that from on or about May 3, 2021 holders may separately trade the Class A common stock (GAPA) and half-warrants (GAPA WS) comprising its units on the NYSE. Why it matters: Unit separation lets the roughly $10.10-backed share price apart from the warrant, the precondition for any GAPA redemption trade.

• 426 April 20210000950142-21-001430
• 8-K19 March 20210001104659-21-039142

  What changed: G&P Acquisition Corp. filed its audited balance sheet as of March 15, 2021: $176,750,000 in trust, $906,421 of operating cash, a $6,125,000 deferred underwriting commission, and 16,542,289 Class A shares subject to redemption at approximately $10.10 per share. Why it matters: GAPA's trust is funded at about $10.10 rather than $10.00 per public share, putting its redemption floor ten cents above the offering price.

• SC 13G17 March 20210001104659-21-037523
• 8-K15 March 20210001104659-21-036261

  What changed: G&P Acquisition Corp. filed its March 10, 2021 underwriting agreement with BMO Capital Markets for 17,500,000 units at $10.00 plus a 2,625,000-unit over-allotment option, each unit one Class A share and one-half of a redeemable warrant exercisable at $11.50. Why it matters: Sets GAPA's $175 million base IPO size and half-warrant coverage ahead of the trust being funded.

• 424B412 March 20210001104659-21-035519
• 411 March 20210000950142-21-000926
• 310 March 20210000950142-21-000907
• 310 March 20210000950142-21-000908
• 310 March 20210000950142-21-000911
• 310 March 20210000950142-21-000912
• 310 March 20210000950142-21-000910
• 310 March 20210000950142-21-000913
• 310 March 20210000950142-21-000909
• 310 March 20210000950142-21-000914

The complete GAPA filing history on EDGAR