GRSH SEC filings, in plain English
Everything Gores Holdings III, Inc. 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: Definitive merger proxy of PAE Incorporated — the operating company, not a blank-check vehicle — for a cash take-private. Stockholders vote on the Agreement and Plan of Merger dated October 25, 2021 among Amentum Government Services Holdings LLC as Parent, Pinnacle Virginia Merger Sub Inc. and PAE, under which Merger Sub merges into PAE and PAE survives as a wholly owned indirect subsidiary of Parent. Only holders of record of PAE Class A common stock at the close of business on January 7, 2022 may vote at the virtual special meeting. Why it matters: Every public share is cashed out at $10.05, without interest and less applicable withholding, leaving no ongoing ownership in the business — the opposite of a de-SPAC, and a figure close enough to a trust price to be misread as one by anything assuming a SPAC context. The document states premiums of approximately 70% over the closing price on October 22, 2021, the last trading day before announcement, and approximately 68% and 47% over the thirty- and sixty-trading-day volume-weighted average prices ended that date. PE Shay Holdings, LLC, PAE's largest stockholder, has committed to vote.
What changed: Preliminary merger proxy, subject to completion dated December 6, 2021, for PAE Incorporated — the post-combination company, not a blank-check vehicle. Stockholders are asked to adopt the Agreement and Plan of Merger dated October 25, 2021 among Amentum Government Services Holdings LLC, Pinnacle Virginia Merger Sub Inc. and PAE, under which Merger Sub merges into PAE and PAE survives as a wholly owned indirect subsidiary of Parent. Holders receive $10.05 in cash per share and no ongoing interest in the business. Two further proposals cover merger-related executive pay and adjournment. Why it matters: This is a take-private, not a de-SPAC: Parent and Merger Sub are affiliated with American Securities LLC and Goldberg Lindsay Co. LLC. The document puts the consideration at a premium of approximately 70% over the closing price on October 22, 2021 and approximately 68% and 47% over the thirty- and sixty-trading-day volume-weighted averages ended that date. The fee rests on a proposed maximum aggregate value of $999,359,502.29, built from 93,117,234 shares plus RSU and PSU awards at $10.05, and 19,999,985 warrant shares valued separately. Meeting and record dates are left blank.
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.