GNAC SEC filings, in plain English

• SC 13G/A14 February 20230000902664-23-001622
• SC 13G/A13 February 20230001076809-23-000023
• SC 13G/A10 February 20230001011438-23-000172
• 15-12G3 January 20230001104659-23-000334
• 8-K23 December 20220001104659-22-129678
• 25-NSE21 December 20220001354457-22-000761
• DEF 14A30 November 20220001104659-22-123228

  What changed: Group Nine Acquisition Corp. called a special meeting for December 21, 2022 at 10:00 am Eastern to move its termination date forward, from the January 20, 2023 original date to December 21, 2022, so it can cease operations and redeem all outstanding public shares promptly thereafter. The stated purpose is to return capital to stockholders before December 31, 2022. Based on approximately $232,517,318.56 in the trust at November 29, 2022, the estimated per-share redemption price is about $10.09, against a Class A common stock closing price of $10.04 that day. The IPO closed January 20, 2021. Why it matters: Accelerating the wind-up by a month is squarely about the calendar: redemptions completed before December 31, 2022 escape the 1% federal excise tax on stock repurchases that applies from January 1, 2023, so holders receive the full $10.09 rather than a reduced amount. At a $10.04 market price the redemption pays five cents more than selling. This is a clean liquidation with no deal risk, and it reflects the board's judgement that no combination was achievable in the remaining runway.

• PRE 14A14 November 20220001104659-22-118529
• 10-Q10 November 20220001410578-22-003134
  What changed vs 2022-08-15trust $230.3M → $231.3M +0%
  trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours

  Trust account

  $230.3M→$231.3M

  SpacBrain reads this as $1,015,499 was added to the trust between the two filings.

  The clause …“assets ​ ​ 403,867 ​ ​ 1,090,086 ​ ​ ​ ​ ​ Cash and marketable securities held in Trust Account ​ ​ 231,349,593 ​ ​ 230,021,427 TOTAL ASSETS ​ $ 231,753,460 ​ $ 231,111,513 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE CLASS A COMMON STOCK”…

  Combination deadline

  2023-01-20 · unchanged

  The clause …“their Public Shares in conjunction with any such amendment. The Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the”…

  Mandate language

  the Company intends to focus its search on companies in the … · unchanged

  Redeemable shares

  23.0M · unchanged

  The clause …“100,000,000 shares authorized no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption), at September 30, 2022 and December 31, 2021 ​ — ​ — Class B common stock, $ 0.0001 par value; 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.

• 10-Q15 August 20220001410578-22-002453
  What changed vs 2022-05-11trust $230.0M → $230.3M +0%
  trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours

  Trust account

  $230.0M→$230.3M

  SpacBrain reads this as $292,161 was added to the trust between the two filings.

  The clause …“assets ​ ​ 655,774 ​ ​ 1,090,086 ​ ​ ​ ​ ​ Cash and marketable securities held in Trust Account ​ ​ 230,334,094 ​ ​ 230,021,427 TOTAL ASSETS ​ $ 230,989,868 ​ $ 231,111,513 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE CLASS A COMMON STOCK”…

  Combination deadline

  2023-01-20 · unchanged

  The clause …“their Public Shares in conjunction with any such amendment. The Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the”…

  Mandate language

  the Company intends to focus its search on companies in the … · unchanged

  Redeemable shares

  23.0M · unchanged

  The clause …“100,000,000 shares authorized no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption), at June 30, 2022 and December 31, 2021 ​ — ​ — Class B common stock, $ 0.0001 par value; 20,000,000 shares”…

  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.

• 8-K31 May 20220001104659-22-066672
• 10-Q11 May 20220001410578-22-001269
  What changed vs 2021-11-12trust $230.0M → $230.0M +0%
  trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours

  Trust account

  $230.0M→$230.0M

  SpacBrain reads this as $26,304 was added to the trust between the two filings.

  The clause …“assets ​ ​ 907,680 ​ ​ 1,090,086 ​ ​ ​ ​ ​ Cash and marketable securities held in Trust Account ​ ​ 230,041,933 ​ ​ 230,021,427 TOTAL ASSETS ​ $ 230,949,613 ​ $ 231,111,513 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE CLASS A COMMON STOCK”…

  Combination deadline

  2023-01-20 · unchanged

  The clause “TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) ​ The Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the”…

  Mandate language

  the Company intends to focus its search on companies in the … · unchanged

  Redeemable shares

  23.0M · unchanged

  The clause …“100,000,000 shares authorized no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption), at March 31, 2022 and December 31, 2021; ​ — ​ — Class B common stock, $ 0.0001 par value; 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.

• 10-K31 March 20220001410578-22-000663
  What changed vs 2021-03-31trust $230.0M → $230.0M +0%mandate language changed
  trust account, mandate language, combination deadline2 moved · 1 with no prior record of ours

  Trust account

  $230.0M→$230.0M

  SpacBrain reads this as $21,427 was added to the trust between the two filings.

  The clause …“$708,091 of cash from operating activities. At December 31, 2021, we had cash held in the Trust Account of $230,021,427. We are using substantially all of the funds held in the trust account, including any amounts representing interest”…

  Mandate language

  We intend to focus on businesses that operate category-leadi…→We intend to focus on businesses that have significant embed…

  Combination deadline

  2023-01-20 · unchanged

  The clause …“their Public Shares in conjunction with any such amendment. The Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within 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.

• SC 13G/A14 February 20220000919574-22-001133
• SC 13G/A14 February 20220000919574-22-001437
• SC 13G14 February 20220001193125-22-039716
• SC 13G14 February 20220001076809-22-000022
• 8-K17 December 20210001104659-21-151198
• 10-Q12 November 20210001410578-21-000166
  What changed vs 2021-08-16trust $230.0M → $230.0M +0%
  trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours

  Trust account

  $230.0M→$230.0M

  SpacBrain reads this as $5,798 was added to the trust between the two filings.

  The clause …“​ ​ Deferred offering costs ​ ​ — ​ ​ 452,399 Cash and marketable securities held in Trust Account ​ ​ 230,015,629 ​ ​ — TOTAL ASSETS ​ $ 231,359,038 ​ $ 477,399 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ Current”…

  Combination deadline

  2023-01-20 · unchanged

  The clause “ONDENSED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) ​ The Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the”…

  Mandate language

  the Company intends to focus its search on companies in the … · unchanged

  Redeemable shares

  23.0M · unchanged

  The clause …“100,000,000 shares authorized no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption), at September 30, 2021, and no shares issued and outstanding at December 31, 2020; ​ — ​ — Class B common”…

  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.

• 412 October 20210001104659-21-125439
• 10-Q16 August 20210001104659-21-105282
  What changed vs 2021-05-25trust $230.0M → $230.0M +0%
  trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours

  Trust account

  $230.0M→$230.0M

  SpacBrain reads this as $5,735 was added to the trust between the two filings.

  The clause “25,000 ​ ​ ​ ​ ​ Deferred offering costs ​ ​ — ​ ​ 452,399 Cash and securities held in Trust Account ​ ​ 230,009,831 ​ ​ — TOTAL ASSETS ​ $ 231,451,832 ​ $ 477,399 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ Current”…

  Combination deadline

  2023-01-20 · unchanged

  The clause …“their Public Shares in conjunction with any such amendment. The Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the”…

  Mandate language

  the Company intends to focus its search on companies in the … · unchanged

  Redeemable shares

  23.0M · unchanged

  The clause …“100,000,000 shares authorized no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption), at June 30, 2021, and no shares issued and outstanding at December 31, 2020; ​ — ​ — Class B common stock,”…

  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-Q25 May 20210001104659-21-071406
• NT 10-Q18 May 20210001104659-21-068448
• 8-K2 April 20210001104659-21-046099
• 10-K31 March 20210001104659-21-044894

  What changed: FY2020 10-K for Group Nine Acquisition Corp., a Delaware blank-check at 568 Broadway, New York. Pre-IPO stub: incorporated 9 November 2020, $25,000 of cash at 31 December 2020, net loss $1,282. The IPO of 23,000,000 units closed 20 January 2021 including the underwriter's full over-allotment, and $230,000,000 of gross proceeds went into trust with Continental; of the $4,260,000 kept outside, $2,760,000 paid underwriting discounts and $458,681 repaid sponsor notes and advances. The report states the company currently intends to combine with Group Nine Media, Inc., a digital media company. Why it matters: The named intended target is the sponsor's own affiliate: this is not a blind pool searching for a deal but a vehicle disclosing, in its first annual report, an intention to acquire the digital media business it is named after. That makes the usual independence and conflict analysis the material question rather than the search process, and it means the 'no target identified' reading that fits the rest of this cohort does not fit here. Cash underwriting of $2,760,000 is $0.12 a unit on all 23,000,000 units.

• 8-K10 March 20210001104659-21-034571
• 310 March 20210001104659-21-034576
• 310 March 20210001104659-21-034578
• 410 March 20210001104659-21-034581
• SC 13G1 February 20210000902664-21-000701
• 8-K26 January 20210001104659-21-007684
• SC 13G25 January 20210000919574-21-000480
• 422 January 20210001104659-21-006680
• 8-K20 January 20210001104659-21-005891
• 424B419 January 20210001104659-21-005331

  What changed: IPO pricing prospectus (424B4) for Group Nine Acquisition Corp., a Delaware blank-check company: $200,000,000 of 20,000,000 units at $10.00 (23,000,000 on full overallotment), each unit one share of Class A common stock and one-third of one redeemable warrant exercisable for one share at $11.50; only whole warrants are exercisable. The initial stockholders own 5,750,000 Class B shares (up to 750,000 forfeitable), converting one-for-one at the initial business combination. Proposed Nasdaq symbols GNACU / GNAC / GNACW. Why it matters: The sponsor relationship is unusual and stated on the cover: the sponsor is Group Nine SPAC LLC, whose parent is Group Nine Media, Inc., and the company currently intends to combine with Group Nine Media concurrently with its initial business combination — while stating it will NOT complete an initial business combination with only Group Nine Media. Redemption is computed on the trust balance two business days before consummation, net of taxes payable.

• 314 January 20210001104659-21-004289
• 314 January 20210001104659-21-004287
• 314 January 20210001104659-21-004285
• 314 January 20210001104659-21-004283
• 314 January 20210001104659-21-004284

The complete GNAC filing history on EDGAR