HCCH SEC filings, in plain English
Everything HL Acquisitions Corp. has filed with the SEC that we hold — 40 filings, newest first, 14 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: HL Acquisitions' 10-Q for the quarter ended September 30, 2020 (June 30 fiscal year end) carries an express going-concern paragraph tied to January 2, 2021, the date it must cease operations absent a business combination. Trust held $53,867,056 of marketable securities against $9,831 of cash in the operating account and a $1,713,042 working-capital deficit. Related-party debt is $1,473,649 of promissory notes plus $533,619 of convertible notes issued to the chief executive. Net loss $349,176 on $363,040 of operating costs; 4,411,754 ordinary shares are carried as redeemable at $46,620,393. Why it matters: The shell is financed by its own management: about $2.0m of $2.3m of total liabilities is insider paper, against $9,831 of cash. Trust income collapsed from $299,519 in the September 2019 quarter to $13,864 here, so nothing inside the trust is funding the runway. The redeemable carrying amount works out to roughly $10.57 a share, and the trust figure is as of September 30, 2020 only. A Nasdaq public-holder deficiency was cured during the period.
What changed vs 2020-05-13trust $53.5M → $53.9M +1%deadline 2020-07-02 → 2021-01-02sponsor loan $716K → $534Kshares 4.50M → 4.41M -2%trust account, combination deadline, sponsor loans outstanding +24 moved · 1 with no prior record of ours
- Trust account
- $53.5M$53.9M
- Combination deadline
- 2020-07-022021-01-02
- Sponsor loans outstanding
- $716K$534K
- Redeemable shares
- 4.50M4.41M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $332,721 was added to the trust between the two filings.
The clause …“party 20,000 20,000 Total Current Assets 53,956 170,913 Marketable securities held in Trust Account 53,867,056 53,858,474 TOTAL ASSETS $ 53,921,012 $ 54,029,387 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable”…
SpacBrain reads this as 184 days later than the previous record.
The clause …“of time for which we are required to consummate a business combination to January 2, 2021. The number of ordinary shares presented for redemption in connection with the extension was 2,395. We paid cash in the aggregate amount of”…
SpacBrain reads this as $182,762 of sponsor debt has come off.
The clause …“notes to its Chief Executive Officer, pursuant to which the Company borrowed an aggregate of $533,619 under the terms of the Working Capital Loan, respectively (see above). 12 HL ACQUISITIONS CORP. NOTES TO CONDENSED FINANCIAL”…
SpacBrain reads this as 92,419 shares are no longer redeemable.
The clause …“authorized; 2,148,997 and 2,114,810 shares issued and outstanding (excluding 4,411,754 and 4,446,441 shares subject to possible redemption) as of September 30, 2020 and June 30, 2020, respectively 4,730,845 4,381,672 Retained earnings”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through January 2, 2021, which is the date the Company is required cease all”…
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: HL Acquisitions Corp. issued definitive merger materials dated November 10, 2020, first mailed on or about November 12, 2020, for an annual general meeting at 10:00 a.m. local time on December 4, 2020 at the offices of Graubard Miller in New York. Under the Business Combination Agreement dated June 6, 2020 and amended and restated August 25, 2020, Fusion Fuel Atlantic Limited merges into HL, which survives as a wholly owned subsidiary of Fusion Fuel Green PLC, and Parent then purchases all outstanding shares of Fusion Welcome — Fuel, S.A. from its shareholders. Why it matters: The arithmetic of the vote is set out plainly: HL's initial shareholders, officers and directors hold 1,375,000 initial shares, approximately 20.96% of the outstanding ordinary shares as of the November 4, 2020 record date, and are committed to vote in favour, so approval additionally requires holders of 1,904,179 shares, about 29.03%. A charter proposal replaces HL's terminating corporate existence with Parent's perpetual existence and drops the provisions applicable only to special purpose acquisition corporations. The PIPE is 2,450,000 Parent Class A Ordinary Shares at $10.25 per share.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2021-01-02
SpacBrain reads this as the agreement may be terminated from 2021-01-02.
The clause …“HL or the Company if the Transactions shall not have been consummated by January 2, 2021 (the “ Outside Date ”); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any”…
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 additional materials carrying the form of PLAN OF MERGER that HL Acquisitions said would be included with the definitive proxy statement it intended to mail from 12 Nov 2020 — deal documentation, not an extension filing. Under it, each ordinary share of HL outstanding at the effective time (including shares issued on exchange of the outstanding rights) converts automatically into one Class A ordinary share of Fusion Fuel Green PLC, par value $0.0001; each warrant becomes a warrant for one Class A share; fractional entitlements round UP to one whole share. Why it matters: This is the exchange ratio a non-redeeming holder actually receives, stated in the operative BVI instrument rather than in summary prose: one-for-one into Fusion Fuel Green PLC, with warrants carried across on the same basis. It also fixes when the transaction becomes real — 'effective on the date that the articles of merger are registered by the Registrar of Corporate Affairs' under section 173 of the BVI Act, not on the date of the vote. The document records 6,558,356 HL ordinary shares in issue and entitled to vote on the merger as one class.
What changed: Solicitation letter filed as additional proxy material for HL Acquisitions' 2 Oct 2020 extension meeting, addressed to holders whose proxy 'HAS NOT YET BEEN RECEIVED'. It states the single proposal — extending the combination deadline from 2 Oct 2020 to 2 Jan 2021 — and, importantly, the approval threshold: 'holders of 65% of the total outstanding shares of the Company'. It recites the 8 Jun 2020 definitive agreement with Fusion Welcome-Fuel, S.A., a Portuguese producer of green hydrogen via concentrated photovoltaics, with both companies to become subsidiaries of a new Irish parent. Why it matters: The threshold is the fact worth extracting: 65% of shares OUTSTANDING, not of shares voted, so abstentions and unvoted broker shares count as opposition — which is why the company was chasing votes and reminding holders that brokers will not vote without instructions. The letter also states the consequence plainly: 'If the Extension Amendment Proposal is not approved, the Company will be unable to consummate its business combination with Fusion Fuel and will commence with the liquidation of the trust account.' That is an extension vote whose failure ends the deal, not merely the clock.
What changed: Item 7.01 (Regulation FD): HL Acquisitions issued a press release on September 14, 2020, furnished as Exhibit 99.1 and not deemed filed under Section 18. The body of the report is otherwise an 'Additional Information' legend stating that HL intends to hold presentations for certain shareholders and other persons who might be interested in purchasing its securities, in connection with the Fusion Fuel business combination under the Amended and Restated Business Combination Agreement dated August 25, 2020, and that this report and its exhibit may be distributed at those presentations. Why it matters: What this 8-K reports about the transaction is in the exhibit, not in the report: the body states only that a press release was issued and that HL and Fusion Fuel and their directors and officers may be deemed participants in the proxy solicitation. The one dated fact it adds is that HL's Form 10-K for the fiscal year ended June 30, 2020 was filed with the SEC on September 10, 2020. No terms, conditions or dates of the combination change here.
What changed: DEFINITIVE extension proxy: extraordinary general meeting 2 Oct 2020 at 9:00 a.m. EST at Graubard Miller, record date the close of business on 4 Sep 2020, to extend HL Acquisitions' deadline 'from October 2, 2020 to January 2, 2021'. The conversion figure is given as 'approximately $10.57 per share (which is expected to be the same approximate amount as of two business days prior to the meeting)'. The stated reason is more time to close the Fusion Fuel combination 'in case such additional time is needed'. Why it matters: This filing CORRECTS the impossible date in the 4 Sep 2020 preliminary, which wrote the same extension as running 'from October 2, 2020 to January 2, 2020'. The definitive is the citable source for the Extended Date; the preliminary's version must not be used. As with HL's July round, the meeting falls ON the expiring deadline, so a converting holder's delivery window closes two business days earlier and a failed vote means wind-up with no margin. No sponsor deposit or monthly contribution accompanies this extension, so the trust is not topped up for the three months granted.
What changed vs 2020-06-11deadline 2020-10-02 → 2021-01-02combination deadline1 moved
- Combination deadline
- 2020-10-022021-01-02
SpacBrain reads this as 92 days later than the previous record.
The clause …“the Company has to consummate a business combination from October 2, 2020 to January 2, 2021. Dated: _________________________ 2020 Shareholder’s Signature Shareholder’s Signature Signature should agree with name printed hereon. If”…
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 (June 30 year end) whose auditor's report expresses substantial doubt about going concern. Marketable securities held in Trust Account were $53,858,474 at June 30, 2020 against $56,271,758 a year earlier. 4,446,441 shares remain subject to possible redemption at $46,974,848, about $10.56 a share. Cash is $107,663 against a working capital deficiency of $1,350,002, with $1,327,594 of related-party promissory notes plus $533,619 of convertible notes. It states it has until October 2, 2020 to combine, extendable to January 2, 2021 only if shareholders approve. Why it matters: The annual report was filed three weeks before its own stated deadline, with $107,663 of cash and $1.86 million owed to insiders, and the later date is explicitly conditional on a shareholder vote under a proxy already filed - a proposal, not a deadline. The trust figure and the implied $10.56 are June 30, 2020 balance-sheet facts, not redemption prices. Cover 6,560,751 shares reconciles to 4,446,441 + 2,114,810. Detect-only: nothing written to a status, trust, floor or deadline field.
What changed vs 2019-09-10trust $56.3M → $53.9M -4%deadline 2020-01-02 → 2021-01-02sponsor loan $50K → $534Ktrust account, combination deadline, sponsor loans outstanding +33 moved · 3 with no prior record of ours
- Trust account
- $56.3M$53.9M
- Combination deadline
- 2020-01-022021-01-02
- Sponsor loans outstanding
- $50K$534K
- Redeemable shares
- not previously extracted4.45M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search for a target business in the h…not matched in this filing
SpacBrain reads this as $2,413,284 left the trust between the two filings.
The clause …“for operating activities. As of June 30, 2020, we had marketable securities held in the trust account of $53,858,474. We intend to use substantially all of the funds held in the trust account, including any amounts representing”…
SpacBrain reads this as 366 days later than the previous record.
The clause …“shareholder approval to extend our liquidation date from October 2, 2020 to January 2, 2021. If we do not complete a business combination by the required time period, we will (i) cease all operations except for the purpose of winding”…
SpacBrain reads this as the sponsor has advanced $483,619 more.
The clause …“notes to its Chief Executive Officer, pursuant to which the Company borrowed an aggregate of $533,619 under the terms of the Working Capital Loan (see above). NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant”…
The clause …“authorized; 2,114,810 and 1,945,194 shares issued and outstanding (excluding 4,446,441 and 5,018,041 shares subject to possible redemption) as of June 30, 2020 and 2019, respectively 4,381,672 4,180,114 Retained earnings 618,333”…
The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern. As of June 30, 2020, we had $107,663 in cash and a working capital deficiency of”…
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: PRELIMINARY proxy for HL Acquisitions' next extension: extraordinary general meeting 2 Oct 2020 at 9:00 a.m. EST at Graubard Miller, record date the close of business on 4 Sep 2020, conversion price given as 'approximately $10.57 per share (which is expected to be the same approximate amount as of two business days prior to the meeting)'. The document states the extension as running 'from October 2, 2020 to January 2, 2020' — an impossible backwards date, reproduced here as filed and NOT corrected. It also recites the earlier amendments: 2 Jan 2020, then 2 Mar 2020, then 2 Jul 2020. Why it matters: The Extended Date in this filing is unusable as written: 2 Jan 2020 precedes the filing by eight months, and while the intended date is almost certainly 2 Jan 2021, choosing which digit is the typo is judgement, not extraction — the date must be refused rather than repaired, and confirmed against the definitive proxy before anything downstream uses it. The rest of the document is consistent with HL's pattern of successive three-month steps with the meeting held ON the expiring deadline, leaving no margin if the vote fails.
What changed: Item 1.01: HL Acquisitions and the Fusion Fuel parties entered an Amended and Restated Business Combination Agreement on Aug 25, 2020. It removes the closing condition that HL hold at least EUR 22,800,000 in cash net of conversions and expenses, substituting a condition that Parent receive no less than $25,122,500 in escrow under new subscription agreements. It also waives creation of a Company Class A share class, redirects contingent consideration to those holders, and drops the earnout's financing condition. Item 8.01: 34 investors subscribed for 2,450,000 Parent Class A shares at $10.25. Why it matters: The minimum-cash test has been moved off HL's own trust and onto a private placement: instead of HL needing EUR 22.8 million after redemptions, closing turns on escrowed subscription money. The filing states the subscriptions raise $25,112,500 in aggregate gross proceeds while the new closing condition is stated as no less than $25,122,500 — a $10,000 discrepancy on the face of the document. Subscribers cannot revoke and are repaid only if the transactions do not close.
What changed: Preliminary proxy statement/prospectus of HL Acquisitions Corp., dated August 12, 2020, for an annual general meeting on the Business Combination Agreement with Fusion Welcome – Fuel, S.A. and Fusion Fuel Green Limited, an Irish company. Fusion Fuel Atlantic merges into HL, then Parent acquires all of Fusion Fuel's shares. It covers up to 14,785,751 Parent Class A ordinary shares and 7,750,000 warrants. Each HL right becomes one-tenth of an ordinary share before the merger, and each HL warrant remains outstanding over one Parent Class A share at $11.50. Why it matters: The Fusion Fuel Shareholders take only 2,125,000 Parent Class B ordinary shares and warrants over 2,125,000 shares, but the Class B carries protective rights — consent over liquidation, a sale of substantially all assets, mergers, charter amendments, new share classes and board size — until they convert automatically on December 31, 2023. A further 1,137,000 shares and 1,137,000 warrants are earnable on signing green hydrogen supply agreements before June 30, 2022, sized at twenty percent of each agreement's net present value divided by €10.73.
What changed: Item 7.01: HL Acquisitions furnished, as Exhibit 99.1, an investor presentation to be used in presentations about its previously announced business combination with Fusion Welcome – Fuel, S.A. The report states the information is furnished and not deemed filed for Section 18 purposes, and that the report and exhibit may be distributed to HL shareholders and others who might be interested in purchasing HL's securities. Why it matters: The second investor deck furnished for the same deal in six weeks, after the one on June 24, 2020, and like that one it states no terms in the report's own text. The substance is in the exhibit, which was not read for this summary. Its legend still describes the proxy statement/prospectus as something HL 'intends to file', so as at August 3, 2020 this report is not evidence that one exists. Deal terms remain those in the June 8, 2020 report and its June 9 amendment.
What changed: Items 2.03/8.01: HL Acquisitions reported that in June 2020 an entity affiliated with CEO Jeffrey Schwarz, together with his designees, lent the Company approximately $140,000 in aggregate for working capital purposes. The loans are evidenced by promissory notes that are non-interest bearing, non-convertible and payable on consummation of HL's initial business combination. If no business combination is consummated, the report states the notes will not be repaid and the amounts owed will be forgiven except to the extent HL has funds available outside its trust account. Why it matters: Working capital, not a trust deposit — unlike the March and April 2020 loans, this $140,000 is not tied to the monthly extension contributions and does not add to the trust. The terms are the same insider-risk structure HL has used throughout: no interest, no conversion, repayment only on closing, and forgiveness beyond any cash outside the trust, so public holders are insulated whether or not the Fusion Fuel deal completes. The report states no deadline, trust balance or deal term.
What changed: Item 5.07: at an extraordinary general meeting on July 2, 2020 HL Acquisitions' shareholders approved extending the date by which the Company must consummate a business combination from July 2, 2020 to October 2, 2020, by 5,989,537 votes for with none against, abstaining or withheld. Holders of 500 ordinary shares converted to cash at approximately $10.56 per share, an aggregate of $5,280. The report states that the Company now has until October 2, 2020 to consummate an initial business combination. Why it matters: The deadline moved on the day it would otherwise have expired, and it cost almost nothing: 500 shares out at about $10.56, $5,280 in total, against a unanimous vote. That near-total absence of redemptions, four weeks after the Fusion Fuel agreement was signed, says holders preferred the announced deal to the trust. October 2, 2020 is the effected date, not a ceiling — the report states it without conditioning it on any further payment or election.
What changed: Item 7.01: HL Acquisitions furnished, as Exhibit 99.1, the investor presentation to be used in presentations about its previously announced business combination with Fusion Welcome – Fuel, S.A. The report states the information is furnished and not deemed filed for Section 18 purposes, and notes that the presentation may be distributed to participants at presentations held for HL shareholders and other persons who might be interested in purchasing HL's securities. Why it matters: Deal marketing, not new terms: the report states no consideration, condition or date in its own text, and its substance lives in the furnished presentation, which was not read for this summary. Note also that its legend says a proxy statement/prospectus is one HL 'intends to file' — a statement of intent as at June 24, 2020, not evidence that one exists. The terms remain those in the June 8, 2020 report and its June 9 amendment.
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.